MAY APPLY ANY SUMS IN ANY CASH MANAGEMENT ACCOUNT IN ANY ORDER AND IN ANY
MANNER AS LENDER SHALL ELECT IN LENDER'S DISCRETION WITHOUT SEEKING THE
APPOINTMENT OF A RECEIVER AND WITHOUT ADVERSELY AFFECTING THE RIGHTS OF LENDER
TO FORECLOSE THE LIEN OF THE MORTGAGE OR EXERCISE ITS OTHER RIGHTS UNDER THE
LOAN DOCUMENTS, PROVIDED THAT LENDER WILL NOT APPLY ANY SUCH SUMS TO PREPAYMENT
OF PRINCIPAL UNLESS IT HAS ACCELERATED THE LOAN.
CASH MANAGEMENT ACCOUNTS SHALL
NOT CONSTITUTE TRUST FUNDS AND MAY BE COMMINGLED WITH OTHER MONIES HELD BY
LENDER.
ALL INTEREST WHICH ACCRUES ON THE FUNDS IN ANY CASH MANAGEMENT ACCOUNT
(OTHER THAN THE TAX AND INSURANCE SUBACCOUNT) SHALL ACCRUE FOR THE BENEFIT OF
BORROWER AND SHALL BE TAXABLE TO BORROWER AND SHALL BE ADDED TO AND DISBURSED IN
THE SAME MANNER AND UNDER THE SAME CONDITIONS AS THE PRINCIPAL SUM ON WHICH SAID
INTEREST ACCRUED.
UPON REPAYMENT IN FULL OF THE DEBT, ALL REMAINING FUNDS IN
THE SUBACCOUNTS, IF ANY, SHALL BE PROMPTLY DISBURSED TO BORROWER.
3.10
PROPERTY CASH FLOW ALLOCATION.
(A) ALL RENTS DEPOSITED INTO THE
DEPOSIT ACCOUNT DURING THE IMMEDIATELY PRECEDING INTEREST PERIOD SHALL BE
APPLIED ON EACH PAYMENT DATE AS FOLLOWS IN THE FOLLOWING ORDER OF PRIORITY:
(I) FIRST, TO MAKE PAYMENTS INTO THE TAX AND INSURANCE SUBACCOUNT AS REQUIRED
UNDER SECTION 3.3; (II) SECOND, TO PAY THE MONTHLY PORTION OF THE FEES CHARGED
BY THE DEPOSIT BANK IN ACCORDANCE WITH THE DEPOSIT ACCOUNT AGREEMENT;
(III) THIRD, TO LENDER TO PAY THE MONTHLY DEBT SERVICE PAYMENT AMOUNT DUE ON
SUCH PAYMENT DATE (PLUS, IF APPLICABLE, INTEREST AT THE DEFAULT RATE AND ALL
OTHER AMOUNTS, OTHER THAN THOSE DESCRIBED UNDER OTHER CLAUSES OF THIS SECTION
3.10(A), THEN DUE TO LENDER UNDER THE LOAN DOCUMENTS); (IV) FOURTH, TO DEPOSIT
INTO THE MEZZANINE LOAN SUBACCOUNT, (A) THE MONTHLY MEZZANINE DEBT SERVICE
PAYMENT AMOUNT AND (B) ANY NET LIQUIDATION PROCEEDS AFTER DEBT SERVICE; AND (V)
LASTLY, PROVIDED NO EVENT OF DEFAULT SHALL EXIST UNDER THE LOAN DOCUMENTS, ALL
AMOUNTS REMAINING IN THE DEPOSIT ACCOUNT AFTER DEPOSITS FOR ITEMS (I) THROUGH
(IV) FOR THE CURRENT MONTH AND ALL PRIOR MONTHS SHALL BE DISBURSED (A) IF LENDER
HAS RECEIVED WRITTEN NOTICE FROM MEZZANINE LENDER THAT A MEZZANINE EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, TO THE MEZZANINE LOAN SUBACCOUNT OR SUCH
OTHER ACCOUNT DESIGNATED BY MEZZANINE LENDER OR (B) IN ALL OTHER INSTANCES, TO
BORROWER.
NOTWITHSTANDING THE FOREGOING, EXCEPT DURING THE EXISTENCE OF AN
EVENT OF DEFAULT OR A MEZZANINE EVENT OF DEFAULT, PROVIDED THAT IN ANY GIVEN
INTEREST PERIOD, ALL AMOUNTS REFERRED TO IN THE FOREGOING CLAUSES (I)-(IV) HAVE
BEEN PAID (IF AND AS APPLICABLE), THEN AT BORROWER'S REQUEST, THE PAYMENTS TO
BORROWER UNDER THE FOREGOING CLAUSE (V) SHALL BE MADE ON A WEEKLY BASIS.
(B)
THE FAILURE OF BORROWER TO MAKE ALL OF THE PAYMENTS REQUIRED UNDER
CLAUSES (I) THROUGH (III) OF SECTION 3.10(A) IN FULL ON EACH PAYMENT DATE SHALL
CONSTITUTE AN EVENT OF DEFAULT UNDER THIS AGREEMENT; PROVIDED, HOWEVER, IF
ADEQUATE FUNDS ARE AVAILABLE IN