BEEN REPAID IN FULL, LENDER
SHALL HAVE THE RIGHT TO REQUIRE BORROWER TO ESTABLISH
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AND MAINTAIN AN ESCROW THAT WILL OPERATE IN SUBSTANTIALLY THE SAME WAY AS THE
APPLICABLE OTHER MORTGAGE RESERVES.
Section 7.8
Reserve Funds, Generally.
(A)
BORROWER GRANTS TO LENDER A FIRST PRIORITY
PERFECTED SECURITY INTEREST IN EACH OF THE RESERVE FUNDS AND THE RELATED
ACCOUNTS ESTABLISHED HEREUNDER, IF ANY, AND ANY AND ALL MONIES NOW OR HEREAFTER
DEPOSITED IN SUCH RESERVE FUND AND EACH SUCH RELATED ACCOUNT AS ADDITIONAL
SECURITY FOR PAYMENT OF THE DEBT. UNTIL EXPENDED OR APPLIED IN ACCORDANCE
HEREWITH, THE RESERVE FUNDS AND THE RELATED ACCOUNTS ESTABLISHED HEREUNDER, IF
ANY, SHALL CONSTITUTE ADDITIONAL SECURITY FOR THE DEBT.
(B)
UPON THE OCCURRENCE AND DURING THE
CONTINUATION OF AN EVENT OF DEFAULT, LENDER MAY, IN ADDITION TO ANY AND ALL
OTHER RIGHTS AND REMEDIES AVAILABLE TO LENDER, APPLY ANY SUMS THEN HELD IN ANY
OR ALL OF THE RESERVE FUNDS ESTABLISHED HEREUNDER, IF ANY, TO THE PAYMENT OF THE
DEBT IN ANY ORDER IN ITS SOLE DISCRETION.
(C)
ANY RESERVE FUNDS ESTABLISHED HEREUNDER
SHALL NOT CONSTITUTE TRUST FUNDS AND MAY BE COMMINGLED WITH OTHER MONIES HELD BY
LENDER.
(D)
ANY RESERVE FUNDS ESTABLISHED HEREUNDER
SHALL BE HELD IN INTEREST-BEARING ACCOUNTS AND ALL EARNINGS OR INTEREST ON A
RESERVE FUND SHALL BE ADDED TO AND BECOME A PART OF SUCH RESERVE FUND AND SHALL
BE DISBURSED IN THE SAME MANNER AS OTHER MONIES DEPOSITED IN SUCH RESERVE FUND.
(E)
BORROWER SHALL NOT, WITHOUT OBTAINING THE
PRIOR WRITTEN CONSENT OF LENDER, FURTHER PLEDGE, ASSIGN OR GRANT ANY SECURITY
INTEREST IN ANY RESERVE FUND OR RELATED ACCOUNT ESTABLISHED HEREUNDER, IF ANY,
OR THE MONIES DEPOSITED THEREIN OR PERMIT ANY LIEN OR ENCUMBRANCE TO ATTACH
THERETO, OR ANY LEVY TO BE MADE THEREON, OR ANY UCC-1 FINANCING STATEMENTS,
EXCEPT THOSE NAMING LENDER AS THE SECURED PARTY, TO BE FILED WITH RESPECT
THERETO.
(F)
BORROWER SHALL INDEMNIFY LENDER AND HOLD
LENDER HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, SUITS, CLAIMS, DEMANDS,
LIABILITIES, LOSSES, DAMAGES, OBLIGATIONS AND COSTS AND EXPENSES (INCLUDING
LITIGATION COSTS AND REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING FROM OR IN
ANY WAY CONNECTED WITH THE RESERVE FUNDS OR THE RELATED ACCOUNTS ESTABLISHED
HEREUNDER, IF ANY, OR THE PERFORMANCE OF THE OBLIGATIONS FOR WHICH THE RESERVE
FUNDS OR THE RELATED ACCOUNTS WERE ESTABLISHED, EXCEPT TO THE EXTENT ARISING
FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER, ITS AGENTS OR
EMPLOYEES (INCLUDING WILLFUL BREACH OF THIS AGREEMENT). BORROWER SHALL ASSIGN TO
LENDER ALL RIGHTS AND CLAIMS BORROWER MAY HAVE AGAINST ALL PERSONS SUPPLYING
LABOR, MATERIALS OR OTHER SERVICES WHICH ARE TO BE PAID FROM OR SECURED BY SUCH
RESERVE FUNDS OR THE RELATED ACCOUNTS; PROVIDED, HOWEVER, THAT LENDER MAY NOT
PURSUE ANY SUCH RIGHT OR CLAIM UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND
REMAINS UNCURED.
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Section 7.9
Letters of Credit.
7.9.1
Delivery of Letters of Credit.
(A)
THE AGGREGATE AMOUNT OF ANY LETTER OF
CREDIT AND CASH ON DEPOSIT WITH RESPECT TO THE DEBT