Common use of Funds for Taxes and Insurance Clause in Contracts

Funds for Taxes and Insurance. (a) From and after the occurrence of any Event of Default by the Mortgagor hereunder, the Beneficiary may at its sole election, upon three (3) business day's written notice to the Mortgagor, require the Mort- gagor to pay additional amounts sufficient to discharge the obligations of the Mortgagor under Sections 5 and 7 hereof with respect to insurance premiums and Impositions and all Ground Rent, as and when they become due (such amounts, the "Mortgage Escrow Amounts"). Upon the Beneficiary's election to require Mortgage ----------------------- Escrow Amounts in accordance with the foregoing, the Mortgagor shall pay to the Beneficiary to be held in an account controlled by the Beneficiary (the "Escrow ------ Account") the monthly amount of Ground Rent together with a sum which bears the ------- same relation to the annual insurance premiums for all insurance required by the terms hereof and Impositions assessed against the Properties for the insurance period or tax year then in effect, as the case may be, as (i) the number of months elapsed as of the date of such election since the last preceding installment of said premiums or Impositions shall have become due and payable bears to (ii) twelve (12). For the purpose of this computation, the month in which such last preceding installment of premiums or Impositions became due and payable and the month in which the Beneficiary makes such election shall be included and deemed to have elapsed. During each month thereafter, until the Beneficiary shall elect that the provisions of this Section 8 shall no longer be applicable, the Mortgagor shall pay with respect to the Mortgage Escrow Amounts a sum equal to the monthly Ground Rent plus one-twelfth of such insurance premiums and such Impositions for the then-current insurance period and tax year, so that as each installment of Ground Rent and such premiums and Impositions shall become due and payable, the Beneficiary shall have received a sum sufficient to pay the same. If the amount of such premiums and Impositions has not been definitely ascertained at the time when any such monthly deposits are to be made, the Mortgagor shall pay Mortgage Escrow Amounts based upon the amount of such premiums and Impositions for the preceding year, subject to adjustment as and when the amount of such premiums and Impositions are ascertained. (b) At any time after the Beneficiary's election to require Mortgage Escrow Amounts pursuant to Section 8(a) above, subject to the conditions of the next succeeding sentence, the Mortgagor may elect to replace any Mortgage Escrow Amounts then being retained by the Beneficiary and satisfy its obligations under this Section 8 by delivery of an unconditional, irrevocable, clean sight draft letter of credit in commercially rea- sonable form and issued by an Approved Bank (which letter of credit shall not expire until a date two months after the Maturity Date, as defined in the Note or the Credit Agreement) or Cash and Cash Equivalents (any such security, "Mortgage Escrow Security") in an amount sufficient (including the amount of the ------------------------- Mortgage Escrow Amounts so replaced) to discharge the Impositions and insurance premiums which shall become due during the six (6) month period immediately after the date of delivery of such Mortgage Escrow Security (and for each six (6) month period thereafter for so long as the Mortgagor elects to post such security in lieu of the Beneficiary's retention of such amounts in the Escrow Account) and with maturities corresponding to the respective due dates of such obligations. Notwithstanding the foregoing, it shall be a condition to the Mortgagor's delivery of any Mortgage Escrow Security (other than cash) in satisfaction of its obligations under this Section 8, that the Mortgagor, at its expense, execute, acknowledge and deliver to the Beneficiary such additional security agreements, financing statements and other documents or instruments including, without limitation, an Opinion of Counsel, and take all such actions which in the reasonable opinion of the Beneficiary or its counsel may be necessary to grant and convey to the Beneficiary a perfected security interest in and to any and all of the Mortgage Escrow Security. (c) The Mortgage Escrow Amounts (or any Mortgage Escrow Security posted in lieu thereof pursuant to Section 8(b)) shall be held by the Beneficiary and shall be applied by Beneficiary to the payment of the obligations in respect of which such Mortgage Escrow Amounts were required except upon the occurrence of an Event of Default and the acceleration of the Note in which case all or any portion of such Mortgage Escrow Amounts (or any Mortgage Escrow Security posted in lieu thereof) may be so transferred or otherwise applied to the Indebtedness in such order or priority as the Beneficiary may elect or the Beneficiary may exercise any of its rights or remedies with respect to same under any of the Loan Documents, at law or in equity. Any Mortgage Escrow Amounts paid by the Mortgagor (or Mortgage Escrow Security posted with the Beneficiary) in excess of the actual obligations for which they were required, shall be held and applied to the obligations for the ensuing year or otherwise applied in accordance with the terms of the Loan Documents. Nothing herein contained shall be deemed to affect any right or remedy of the Beneficiary under this Mortgage or otherwise at law or in equity to pay any such amount and to add the amount so paid to the Indebtedness hereby secured. Any such application of said amounts or any portion thereof to any Indebtedness secured hereby shall not be construed to cure or waive any Default or notice of Default hereunder or invalidate any act done pursuant to any such Default or notice. (d) If the Beneficiary elects to require Mortgage Escrow Amounts pursuant to this Section 8, the Mortgagor shall deliver to the Beneficiary all tax bills, bond and assessment statements, statements of insurance premiums, and statements for any other obligations referred to above as soon as the same are received by the Mortgagor, and the Beneficiary shall cause the same to be paid when due to the extent of Mortgage Escrow Amounts in the Escrow Account available therefor. It is expressly acknowledged and agreed that the Beneficiary shall have no obligation whatsoever to advance any amounts in payment of all or any portion of such obligations to the extent that Mortgage Escrow Amounts received are insufficient to pay any such obligations as and when the same become due.

Funds for Taxes and Insurance. (a) From and after Borrower shall pay into a segregated account (the occurrence of any Event of Default by the Mortgagor hereunder"Mortgage Escrow Account"), the Beneficiary may at its sole election, upon three (3) business day's written notice to the Mortgagor, require the Mort- gagor to pay additional amounts sufficient to discharge the obligations of the Mortgagor Borrower under Sections 5 and 7 7(a) and hereof with respect to insurance premiums and Impositions and all Ground Rent, as and when they become due (such amounts, the "Mortgage Escrow Amounts"). Upon As of the Beneficiary's election to date hereof, Lender shall initially require payment into the Mortgage ----------------------- Escrow Amounts in accordance with the foregoing, the Mortgagor shall pay to the Beneficiary to be held in an account controlled by the Beneficiary (the "Escrow ------ Account") the monthly amount Account of Ground Rent together with a sum which bears the ------- same relation to equal to$1,433,879.73 plus one-twelfth of the annual insurance premiums for individual policies required to be maintained hereunder or one-twelfth of the pro-rata portion of the annual insurance premiums due under any blanket policy affording the same required coverage, for Impositions and all insurance required being maintained by the terms hereof and Impositions assessed against the Properties for the insurance period or tax year then in effect, as the case may be, as (i) the number of months elapsed Borrower as of the date of such election since the last preceding installment of said premiums or Impositions shall have become due and payable bears to (ii) twelve (12). For the purpose of this computation, the month in which such last preceding installment of premiums or Impositions became due and payable and the month in which the Beneficiary makes such election shall be included and deemed to have elapsedClosing Date. During each month thereafter, until the Beneficiary Lender shall elect that the provisions of this Section 8 shall no longer be applicable, the Mortgagor shall pay require payment with respect to the annual Mortgage Escrow Amounts of a sum equal to the monthly Ground Rent plus one-twelfth of such insurance premiums and such Impositions for the then-current insurance period and tax yearthereof, so that as each installment of Ground Rent and such premiums and Impositions shall become becoming due and payable, the Beneficiary Borrower shall have received paid a sum sufficient to enable Lender to pay the same. If the amount of such premiums and Impositions has not been definitely ascertained by Borrower at the time when any such monthly deposits are to be madepaid, the Mortgagor Lender shall pay require payment of Mortgage Escrow Amounts based upon the amount of such premiums and Impositions paid for the preceding year, subject to adjustment as and when the amount of such premiums and Impositions are ascertainedascertained by Borrower. (b) At any time after the Beneficiary's election to require Mortgage Escrow Amounts pursuant to Section 8(a) abovetime, subject to the conditions of the next succeeding sentence, the Mortgagor Borrower may elect to replace any Mortgage Escrow Amounts then being retained by the Beneficiary Agent and satisfy its obligations under this Section 8 by delivery of an unconditional, irrevocable, clean sight draft letter a Letter of credit in commercially rea- sonable form and issued by an Approved Bank Credit (which letter Letter of credit Credit shall be either an "evergreen" Letter of Credit or shall not expire until a date two (2) months after the Maturity Date, Date (as defined in the Note or the Credit AgreementNote) or Cash and Cash Equivalents (any such security, "Mortgage Escrow Security") in an amount reasonably estimated by Borrower to be one-half of the amount sufficient (including the amount of the ------------------------- any remaining Mortgage Escrow Amounts so replacedAmounts) to discharge the Impositions and insurance premiums which shall become due during the six twelve (612) month period immediately after the date of delivery of such Mortgage Escrow Security (and for each six twelve (612) month period thereafter for so long as the Mortgagor Borrower elects to post such security in lieu of the BeneficiaryLender's retention of such amounts in the Escrow Account) and with amounts). Cash Equivalents shall have maturities corresponding to the respective due dates of such obligations. Notwithstanding the foregoing, it shall be a condition to the MortgagorBorrower's delivery of any Mortgage Escrow Security (other than cashCash) in satisfaction of its obligations under this Section 8, that the MortgagorBorrower, at its expense, execute, acknowledge and deliver or cause to the Beneficiary be delivered to Lender such additional security agreements, financing statements and other documents or instruments including, without limitation, including an Opinion of Borrower's Counsel, and take all such actions which in the reasonable opinion of the Beneficiary Lender or its counsel may be necessary to grant and convey to the Beneficiary Lender a perfected security interest in and to any and all of the Mortgage Escrow Security. (c) The Mortgage Escrow Amounts shall be held by Agent pursuant to the Cash Collateral Agreement (or and any Mortgage Escrow Security posted in lieu thereof pursuant to Section 8(b)) hereof shall be held by the Beneficiary Lender), and shall be applied by Beneficiary in accordance with the Cash Collateral Agreement to the payment of the obligations in respect of which such Mortgage Escrow Amounts were required except upon retained. Upon the occurrence of an Event of Default and the acceleration of the Note in which case Note, all or any portion of such Mortgage Escrow Amounts (or any Mortgage Escrow Security posted in lieu thereof) may be so transferred or otherwise applied to the Indebtedness in such order or priority as the Beneficiary Lender may elect or the Beneficiary (subject to Sections 20 and 21 hereof) and Lender may exercise any of its rights or remedies with respect to same under any of the Loan Documentshereunder, at law or in equity. Any In the absence of such acceleration, any Mortgage Escrow Amounts paid held by the Mortgagor Agent (or Mortgage Escrow Security posted with the BeneficiaryLender) in excess of that exceed the actual obligations for which they were requiredretained, shall be held and applied to the next due obligations for the ensuing year or otherwise applied by Lender in accordance with the terms of the Loan Documentshereof. Nothing herein contained shall be deemed to affect any right or remedy of the Beneficiary Lender under this Mortgage or otherwise at law or in equity equity, to pay any such amount and to add the amount so paid to the Indebtedness hereby secured. Any such application of said amounts or any portion thereof to any Indebtedness secured hereby shall not be construed to cure or waive any Default or notice of Default hereunder (or invalidate any act done pursuant to any such Default or notice) until such amounts have been repaid to Lender by Borrower. (d) If the Beneficiary elects to require Mortgage Escrow Amounts pursuant to this Section 8, the Mortgagor Borrower shall deliver to the Beneficiary Lender all tax bills, bond and assessment statements, statements of insurance premiums, and statements for any other obligations referred to above as soon as the same are received by the MortgagorBorrower, and the Beneficiary Lender shall cause the same to be paid when due to the extent of Mortgage Escrow Amounts in the or Mortgage Escrow Account Security available therefor. It is expressly acknowledged and agreed that the Beneficiary Lender shall have no obligation whatsoever to advance from its own funds any amounts in payment of all or any portion of such obligations to the extent that Mortgage Escrow Amounts received are insufficient to pay any such obligations as and when the same become dueobligations.

Funds for Taxes and Insurance. (a) From and after the occurrence of any Event of Default by the Mortgagor hereunder, the Beneficiary Mortgagee may at its sole election, elec tion upon three one (31) business dayBusiness Day's written notice to the Mortgagor, require the Mort- gagor to pay establish a segregated, interest-bearing escrow account, in which Mortgagee shall hold additional amounts sufficient to discharge the obligations of the Mortgagor under Sections 5 6 and 7 8(a) hereof with respect to insurance premiums and Impositions and all Ground Rent, as and when they become due (such amounts, the "Mortgage Escrow Amounts"). Upon the BeneficiaryMortgagee's election to require retain Mortgage ----------------------- Escrow Amounts in accordance with the foregoing, the Mortgagor shall pay to the Beneficiary to be held Mortgagee may initially retain in an such account controlled by the Beneficiary (the "Escrow ------ Account") the monthly amount of Ground Rent together with a sum which bears the ------- same relation to the annual insurance premiums for all insurance required by the terms hereof and Impositions assessed against the Properties Real Estate for the insurance period or tax year then in effect, as the case may be, as (i) the number of months elapsed as of the date of such election since the last preceding installment of said premiums or Impositions shall have become due and payable bears to (ii) twelve (12). For the purpose of this computation, the month in which such last preceding installment of premiums or Impositions became due and payable and the month in which the Beneficiary Mortgagee makes such election shall be included and deemed to have elapsed. During each month thereafter, until the Beneficiary Mortgagee shall elect that the provisions of this Section 8 9 shall no longer be applicable, the Mortgagor shall pay Mortgagee may retain with respect to the Mortgage Escrow Amounts a sum equal to the monthly Ground Rent plus one-twelfth of such insurance premiums and such Impositions for the then-current insurance period and tax year, so that as each installment of Ground Rent and such premiums and Impositions shall become due and payable, the Beneficiary Mortgagee shall have received retained a sum sufficient to pay the same. If the amount of such premiums and Impositions has not been definitely ascertained at the time when any such monthly deposits are to be maderetained, the Mortgagor shall pay Mortgagee may retain Mortgage Escrow Amounts based upon the amount of such premiums and Impositions for the preceding year, subject to adjustment as and when the amount of such premiums and Impositions are ascertained. (b) At any time after the Beneficiary's election to require Mortgage Escrow Amounts pursuant to Section 8(a) above, subject to the conditions of the next succeeding sentence, the Mortgagor may elect to replace any Mortgage Escrow Amounts then being retained by the Beneficiary and satisfy its obligations under this Section 8 by delivery of an unconditional, irrevocable, clean sight draft letter of credit in commercially rea- sonable form and issued by an Approved Bank (which letter of credit shall not expire until a date two months after the Maturity Date, as defined in the Note or the Credit Agreement) or Cash and Cash Equivalents (any such security, "Mortgage Escrow Security") in an amount sufficient (including the amount of the ------------------------- Mortgage Escrow Amounts so replaced) to discharge the Impositions and insurance premiums which shall become due during the six (6) month period immediately after the date of delivery of such Mortgage Escrow Security (and for each six (6) month period thereafter for so long as the Mortgagor elects to post such security in lieu of the Beneficiary's retention of such amounts in the Escrow Account) and with maturities corresponding to the respective due dates of such obligations. Notwithstanding the foregoing, it shall be a condition to the Mortgagor's delivery of any Mortgage Escrow Security (other than cash) in satisfaction of its obligations under this Section 8, that the Mortgagor, at its expense, execute, acknowledge and deliver to the Beneficiary such additional security agreements, financing statements and other documents or instruments including, without limitation, an Opinion of Counsel, and take all such actions which in the reasonable opinion of the Beneficiary or its counsel may be necessary to grant and convey to the Beneficiary a perfected security interest in and to any and all of the Mortgage Escrow Security. (c) The Mortgage Escrow Amounts (or any Mortgage Escrow Security posted in lieu thereof pursuant to Section 8(b)) shall be held by the Beneficiary and shall be applied by Beneficiary to the payment of the obligations in respect of which such Mortgage Escrow Amounts were required except upon the occurrence of an Event of Default and the acceleration of the Note in which case all or any portion of such Mortgage Escrow Amounts (or any Mortgage Escrow Security posted in lieu thereof) may be so transferred or otherwise applied to the Indebtedness in such order or priority as the Beneficiary may elect or the Beneficiary may exercise any of its rights or remedies with respect to same under any of the Loan Documents, at law or in equity. Any Mortgage Escrow Amounts paid by the Mortgagor (or Mortgage Escrow Security posted with the Beneficiary) in excess of the actual obligations for which they were required, shall be held and applied to the obligations for the ensuing year or otherwise applied in accordance with the terms of the Loan Documents. Nothing herein contained shall be deemed to affect any right or remedy of the Beneficiary under this Mortgage or otherwise at law or in equity to pay any such amount and to add the amount so paid to the Indebtedness hereby secured. Any such application of said amounts or any portion thereof to any Indebtedness secured hereby shall not be construed to cure or waive any Default or notice of Default hereunder or invalidate any act done pursuant to any such Default or notice. (d) If the Beneficiary elects to require Mortgage Escrow Amounts pursuant to this Section 8, the Mortgagor shall deliver to the Beneficiary all tax bills, bond and assessment statements, statements of insurance premiums, and statements for any other obligations referred to above as soon as the same are received by the Mortgagor, and the Beneficiary shall cause the same to be paid when due to the extent of Mortgage Escrow Amounts in the Escrow Account available therefor. It is expressly acknowledged and agreed that the Beneficiary shall have no obligation whatsoever to advance any amounts in payment of all or any portion of such obligations to the extent that Mortgage Escrow Amounts received are insufficient to pay any such obligations as and when the same become due.

Funds for Taxes and Insurance. (a) From and after the occurrence of any Event of Default by the Mortgagor hereunder, the Beneficiary may at its sole election, upon three (3) business day's written notice Subject to the Mortgagorprovisions of the Cash Collateral Agreement, require Mortgagors shall deposit in the Mort- gagor to pay additional Cash Collateral Account (as defined in the Cash Collateral Agreement) amounts sufficient to discharge the obligations of the Mortgagor Mortgagors under Sections 5 and 7 hereof with respect to insurance premiums and Impositions and all Ground Rent, as and when they become due (such amounts, the "Mortgage Escrow Amounts"). Upon the Beneficiary's election to require Mortgage ----------------------- Escrow Amounts in accordance with the foregoing, the Mortgagor Mortgagors shall initially pay to the Beneficiary to be held in an account controlled by the Beneficiary (the "Escrow ------ Account") the monthly amount of Ground Rent together with a sum which bears the ------- same relation to the annual insurance premiums for all insurance required by the terms hereof and Impositions assessed against the Properties Mortgaged Property for the insurance period or tax year then in effect, as the case may be, as (i) the number of months elapsed as of the date of such election hereof since the last preceding installment of said premiums or Impositions shall have become due and payable bears to (ii) twelve (12) (if payable annually or such shorter period if payable in more frequent installments). For the purpose of this computation, the month in which such last preceding installment of premiums or Impositions became due and payable and the month in which the Beneficiary makes such election Closing Date occurs shall be included and deemed to have elapsed. During each month thereafter, until the Beneficiary shall elect that the provisions of this Section 8 shall no longer be applicable, the Mortgagor Mortgagors shall pay with respect to the Mortgage Escrow Amounts a sum equal to the monthly Ground Rent plus one-twelfth of such insurance premiums and such Impositions for the then-current insurance period and tax year, so that as each installment of Ground Rent and such premiums and Impositions shall become due and payable, the Beneficiary Mortgagors shall have received paid to Mortgagee a sum sufficient to pay the same. If the amount of such premiums and Impositions has not been definitely ascertained at the time when any such monthly deposits are to be madepaid, the Mortgagor Mortgagors shall pay Mortgage Escrow Amounts based upon the amount of such premiums and Impositions for the preceding year, subject to adjustment as and when the amount of such premiums and Impositions are ascertained. (b) At any time after the Beneficiary's election to require Mortgage Escrow Amounts pursuant to Section 8(a) above, subject to the conditions of the next succeeding sentence, the Mortgagor may elect to replace any Mortgage Escrow Amounts then being retained by the Beneficiary and satisfy its obligations under this Section 8 by delivery of an unconditional, irrevocable, clean sight draft letter of credit in commercially rea- sonable form and issued by an Approved Bank (which letter of credit shall not expire until a date two months after the Maturity Date, as defined in the Note or the Credit Agreement) or Cash and Cash Equivalents (any such security, "Mortgage Escrow Security") in an amount sufficient (including the amount of the ------------------------- Mortgage Escrow Amounts so replaced) to discharge the Impositions and insurance premiums which shall become due during the six (6) month period immediately after the date of delivery of such Mortgage Escrow Security (and for each six (6) month period thereafter for so long as the Mortgagor elects to post such security in lieu of the Beneficiary's retention of such amounts in the Escrow Account) and with maturities corresponding to the respective due dates of such obligations. Notwithstanding the foregoing, it shall be a condition to the Mortgagor's delivery of any Mortgage Escrow Security (other than cash) in satisfaction of its obligations under this Section 8, that the Mortgagor, at its expense, execute, acknowledge and deliver to the Beneficiary such additional security agreements, financing statements and other documents or instruments including, without limitation, an Opinion of Counsel, and take all such actions which in the reasonable opinion of the Beneficiary or its counsel may be necessary to grant and convey to the Beneficiary a perfected security interest in and to any and all of the Mortgage Escrow Security. (c) The Mortgage Escrow Amounts (or any Mortgage Escrow Security posted in lieu thereof pursuant to Section 8(b)) shall be held by the Beneficiary and shall be applied by Beneficiary to the payment of the obligations in respect of which such Mortgage Escrow Amounts were required except upon the occurrence of an Event of Default and the acceleration of the Note in which case all or any portion of such Mortgage Escrow Amounts (or any Mortgage Escrow Security posted in lieu thereof) may be so transferred or otherwise applied to the Indebtedness in such order or priority as the Beneficiary may elect or the Beneficiary may exercise any of its rights or remedies with respect to same under any of the Loan Documents, at law or in equity. Any Mortgage Escrow Amounts paid by the Mortgagor (or Mortgage Escrow Security posted with the Beneficiary) in excess of the actual obligations for which they were required, shall be held and applied to the obligations for the ensuing year or otherwise applied in accordance with the terms of the Loan Documents. Nothing herein contained shall be deemed to affect any right or remedy of the Beneficiary under this Mortgage or otherwise at law or in equity to pay any such amount and to add the amount so paid to the Indebtedness hereby secured. Any such application of said amounts or any portion thereof to any Indebtedness secured hereby shall not be construed to cure or waive any Default or notice of Default hereunder or invalidate any act done pursuant to any such Default or notice. (d) If the Beneficiary elects to require Mortgage Escrow Amounts pursuant to this Section 8, the Mortgagor shall deliver to the Beneficiary all tax bills, bond and assessment statements, statements of insurance premiums, and statements for any other obligations referred to above as soon as the same are received by the Mortgagor, and the Beneficiary shall cause the same to be paid when due to the extent of Mortgage Escrow Amounts in the Escrow Account available therefor. It is expressly acknowledged and agreed that the Beneficiary shall have no obligation whatsoever to advance any amounts in payment of all or any portion of such obligations to the extent that Mortgage Escrow Amounts received are insufficient to pay any such obligations as and when the same become due.

Funds for Taxes and Insurance. (a) From and after Mortgagor shall pay into a segregated account (the occurrence of any Event of Default by the Mortgagor hereunder"Mortgage Escrow Account"), the Beneficiary may at its sole election, upon three (3) business day's written notice to the Mortgagor, require the Mort- gagor to pay additional amounts sufficient to discharge the obligations of the Mortgagor under Sections 5 and 7 7(a) hereof with respect to insurance premiums and Impositions and all Ground Rent, as and when they become due (such amounts, the "Mortgage Escrow Amounts"). Upon As of the Beneficiary's election to date hereof, Mortgagee shall initially require payment into the Mortgage ----------------------- Escrow Amounts in accordance with the foregoing, the Mortgagor shall pay to the Beneficiary to be held in an account controlled by the Beneficiary (the "Escrow ------ Account") the monthly amount Account of Ground Rent together with a sum which bears the ------- same relation equal to one-twelfth of the annual insurance premiums for individual policies required to be maintained hereunder or one-twelfth of the pro-rata portion of the annual insurance premiums due under any blanket policy affording the same required coverage, for Impositions and all insurance required being maintained by the terms hereof and Impositions assessed against the Properties for the insurance period or tax year then in effect, as the case may be, as (i) the number of months elapsed Mortgagor as of the date of such election since the last preceding installment of said premiums or Impositions shall have become due and payable bears to (ii) twelve (12). For the purpose of this computation, the month in which such last preceding installment of premiums or Impositions became due and payable and the month in which the Beneficiary makes such election shall be included and deemed to have elapsedClosing Date. During each month thereafter, until the Beneficiary Mortgagee shall elect that the provisions of this Section 8 shall no longer be applicable, the Mortgagor shall pay require payment with respect to the annual Mortgage Escrow Amounts of a sum equal to the monthly Ground Rent plus one-twelfth of such insurance premiums and such Impositions for the then-current insurance period and tax yearthereof, so that as each installment of Ground Rent and such premiums and Impositions shall become becoming due and payable, the Beneficiary Mortgagor shall have received paid a sum sufficient to enable Mortgagee to pay the same. If the amount of such premiums and Impositions has not been definitely ascertained by Mortgagor at the time when any such monthly deposits are to be madepaid, the Mortgagor Mortgagee shall pay require payment of Mortgage Escrow Amounts based upon the amount of such premiums and Impositions paid for the preceding year, subject to adjustment as and when the amount of such premiums and Impositions are ascertainedascertained by Mortgagor. (b) At any time after the Beneficiary's election to require Mortgage Escrow Amounts pursuant to Section 8(a) abovetime, subject to the conditions of the next succeeding sentence, the Mortgagor may elect to replace any Mortgage Escrow Amounts then being retained by the Beneficiary Agent and satisfy its obligations under this Section 8 by delivery 44 50 of an unconditional, irrevocable, clean sight draft letter a Letter of credit in commercially rea- sonable form and issued by an Approved Bank Credit (which letter Letter of credit Credit shall be either an "evergreen" Letter of Credit or shall not expire until a date two (2) months after the Maturity Date, Date (as defined in the Note or the Credit AgreementNote) or Cash and Cash Equivalents (any such security, "Mortgage Escrow Security") in an amount reasonably estimated by Mortgagor to be one-half of the amount sufficient (including the amount of the ------------------------- any remaining Mortgage Escrow Amounts so replacedAmounts) to discharge the Impositions and insurance premiums which shall become due during the six twelve (612) month period immediately after the date of delivery of such Mortgage Escrow Security (and for each six twelve (612) month period thereafter for so long as the Mortgagor elects to post such security in lieu of the BeneficiaryMortgagee's retention of such amounts in the Escrow Account) and with amounts). Cash Equivalents shall have maturities corresponding to the respective due dates of such obligations. Notwithstanding the foregoing, it shall be a condition to the Mortgagor's delivery of any Mortgage Escrow Security (other than cashCash) in satisfaction of its obligations under this Section 8, that the Mortgagor, at its expense, execute, acknowledge and deliver or cause to the Beneficiary be delivered to Mortgagee such additional security agreements, financing statements and other documents or instruments including, without limitation, including an Opinion of Mortgagor's Counsel, and take all such actions which in the reasonable opinion of the Beneficiary Mortgagee or its counsel may be necessary to grant and convey to the Beneficiary Mortgagee a perfected security interest in and to any and all of the Mortgage Escrow Security. (c) The Mortgage Escrow Amounts shall be held by Agent pursuant to the Cash Collateral Agreement (or and any Mortgage Escrow Security posted in lieu thereof pursuant to Section 8(b)) hereof shall be held by the Beneficiary Mortgagee), and shall be applied by Beneficiary in accordance with the Cash Collateral Agreement to the payment of the obligations in respect of which such Mortgage Escrow Amounts were required except upon retained. Upon the occurrence of an Event of Default and the acceleration of the Note in which case Note, all or any portion of such Mortgage Escrow Amounts (or any Mortgage Escrow Security posted in lieu thereof) may be so transferred or otherwise applied to the Indebtedness in such order or priority as the Beneficiary Mortgagee may elect or the Beneficiary (subject to Sections 20 and 21 hereof) and Mortgagee may exercise any of its rights or remedies with respect to same under any of the Loan Documentshereunder, at law or in equity. Any In the absence of such acceleration, any Mortgage Escrow Amounts paid held by the Mortgagor Agent (or Mortgage Escrow Security posted with the BeneficiaryMortgagee) in excess of that exceed the actual obligations for which they were requiredretained, shall be held and applied to the next due obligations for the ensuing year or otherwise applied by Mortgagee in accordance with the terms of the Loan Documentshereof. Nothing herein contained shall be deemed to affect any right or remedy of the Beneficiary Mortgagee under this Mortgage or otherwise at law or in equity equity, to pay any such amount and to add the amount so paid to the Indebtedness hereby secured. Any such application of said amounts or any portion thereof to any Indebtedness secured hereby shall not be construed to cure or waive any Default or notice of Default hereunder (or invalidate any act done pursuant to any such Default or notice) until such amounts have been repaid to Mortgagee by Mortgagor. (d) If the Beneficiary elects to require Mortgage Escrow Amounts pursuant to this Section 8, the Mortgagor shall deliver to the Beneficiary Mortgagee all tax bills, bond and assessment statements, statements of insurance premiums, and statements for any other obligations referred to above as soon as the same are received by the Mortgagor, and the Beneficiary Mortgagee shall cause the same to be paid when due to the extent of Mortgage Escrow Amounts in the or Mortgage Escrow Account Security available therefor. It is expressly acknowledged and agreed that the Beneficiary Mortgagee shall have no obligation whatsoever to advance from its own funds any amounts in payment of all or any portion of such obligations to the extent that Mortgage Escrow Amounts received are insufficient to pay any such obligations as and when the same become dueobligations.

Funds for Taxes and Insurance. (a) From and after Grantor shall pay into a segregated account (the occurrence of any Event of Default by the Mortgagor hereunder"Mortgage Escrow Account"), the Beneficiary may at its sole election, upon three (3) business day's written notice to the Mortgagor, require the Mort- gagor to pay additional amounts sufficient to discharge the obligations of the Mortgagor Grantor under Sections 5 and 7 (a) hereof with respect to insurance premiums and Impositions and all Ground Rent, as and when they become due (such amounts, the "Mortgage Escrow Amounts"). Upon As of the Beneficiary's election to date hereof, Beneficiary shall initially require payment into the Mortgage ----------------------- Escrow Amounts in accordance with the foregoing, the Mortgagor shall pay to the Beneficiary to be held in an account controlled by the Beneficiary (the "Escrow ------ Account") the monthly amount Account of Ground Rent together with a sum which bears the ------- same relation equal to one-twelfth of the annual insurance premiums for all insurance required being maintained by the terms hereof and Impositions assessed against the Properties for the insurance period or tax year then in effect, as the case may be, as (i) the number of months elapsed Grantor as of the date of such election since the last preceding installment of said premiums or Impositions shall have become due and payable bears to (ii) twelve (12). For the purpose of this computation, the month in which such last preceding installment of premiums or Impositions became due and payable and the month in which the Beneficiary makes such election shall be included and deemed to have elapsedClosing Date. During each month thereafter, until the Beneficiary shall elect that the provisions of this Section 8 shall no longer be applicable, the Mortgagor shall pay require payment with respect to the annual Mortgage Escrow Amounts of a sum equal to the monthly Ground Rent plus one-one- twelfth of such insurance premiums and such Impositions for the then-current insurance period and tax yearthereof, so that as each installment of Ground Rent and such premiums and Impositions shall become due and payable, the Beneficiary Grantor shall have received paid a sum sufficient to pay the same. If the amount of such premiums and Impositions has not been definitely ascertained by Grantor at the time when any such monthly deposits are to be madepaid, the Mortgagor Beneficiary shall pay require payment of Mortgage Escrow Amounts based upon the amount of such premiums and Impositions paid for the preceding year, subject to adjustment as and when the amount of such premiums and Impositions are ascertainedascertained by Grantor. (b) At any time after the Beneficiary's election to require Mortgage Escrow Amounts pursuant to Section 8(a) abovetime, subject to the conditions of the next succeeding sentence, the Mortgagor Grantor may elect to replace any Mortgage Escrow Amounts then being retained by the Beneficiary Agent and satisfy its obligations under this Section 8 by delivery of an unconditional, irrevocable, clean sight draft letter a Letter of credit in commercially rea- sonable form and issued by an Approved Bank Credit (which letter Letter of credit Credit shall be either an "evergreen" Letter of Credit or shall not expire until a date two months after the Maturity Date, Date (as defined in the Note or the Credit AgreementNote) or Cash and Cash Equivalents (any such security, "Mortgage Escrow Security") in an amount reasonably estimated by Grantor to be one-half of the amount sufficient (including the amount of the ------------------------- any remaining Mortgage Escrow Amounts so replacedAmounts) to discharge the Impositions and insurance premiums which shall become due during the six twelve (612) month period immediately after the date of delivery of such Mortgage Escrow Security (and for each six twelve (612) month period thereafter for so long as the Mortgagor Grantor elects to post such security in lieu of the Beneficiary's retention of such amounts in the Escrow Account) and with amounts). Cash Equivalents shall have maturities corresponding to the respective due dates of such obligations. Notwithstanding the foregoing, it shall be a condition to the MortgagorGrantor's delivery of any Mortgage Escrow Security (other than cashCash) in satisfaction of its obligations under this Section 8, that the MortgagorGrantor, at its expense, execute, acknowledge and deliver or cause to the be delivered to Beneficiary such additional security agreements, financing statements and other documents or instruments including, without limitation, including an Opinion of Grantor's Counsel, and take all such actions which in the reasonable opinion of the Beneficiary or its counsel may be necessary to grant and convey to the Beneficiary a perfected security interest in and to any and all of the Mortgage Escrow Security. (c) The Mortgage Escrow Amounts shall be held by Agent pursuant to the Cash Collateral Agreement (or and any Mortgage Escrow Security posted in lieu thereof pursuant to Section 8(b)) hereof shall be held by the Beneficiary Beneficiary), and shall be applied by Beneficiary in accordance with the Cash Collateral Agreement to the payment of the obligations in respect of which such Mortgage Escrow Amounts were required except upon retained. Upon the occurrence of an Event of Default and the acceleration of the Note in which case Note, all or any portion of such Mortgage Escrow Amounts (or any Mortgage Escrow Security posted in lieu thereof) may be so transferred or otherwise applied to the Indebtedness in such order or priority as the Beneficiary may elect or the (subject to Sections 20 and 21 hereof) and Beneficiary may exercise any of its rights or remedies with respect to same under any of the Loan Documentshereunder, at law or in equity. Any In the absence of such acceleration, any Mortgage Escrow Amounts paid held by the Mortgagor Agent (or Mortgage Escrow Security posted with the Beneficiary) in excess of that exceed the actual obligations for which they were requiredretained, shall be held and applied to the next due obligations for the ensuing year or otherwise applied by Beneficiary in accordance with the terms of the Loan Documentshereof. Nothing herein contained shall be deemed to affect any right or remedy of the Beneficiary under this Mortgage or otherwise at law or in equity equity, to pay any such amount and to add the amount so paid to the Indebtedness hereby secured. Any such application of said amounts or any portion thereof to any Indebtedness secured hereby shall not be construed to cure or waive any Default or notice of Default hereunder (or invalidate any act done pursuant to any such Default or notice) until such amounts have been repaid to Beneficiary by Grantor. (d) If the Beneficiary elects to require Mortgage Escrow Amounts pursuant to this Section 8, the Mortgagor Grantor shall deliver to the Beneficiary all tax bills, bond and assessment statements, statements of insurance premiums, and statements for any other obligations referred to above as soon as the same are received by the MortgagorGrantor, and the Beneficiary shall cause the same to be paid when due to the extent of Mortgage Escrow Amounts in the or Mortgage Escrow Account Security available therefor. It is expressly acknowledged and agreed that the Beneficiary shall have no obligation whatsoever to advance from its own funds any amounts in payment of all or any portion of such obligations to the extent that Mortgage Escrow Amounts received are insufficient to pay any such obligations as and when the same become dueobligations.