to
Sections 4.5 and 7.1 hereof, Administrative Agent shall, in its discretion,
return any excess to Borrower or credit such excess against future payments to
be made to the Tax and Insurance Funds.
If the Tax and Insurance Funds are not
sufficient to pay the amounts set forth above, Borrower shall promptly pay to
Administrative Agent, upon demand, an amount which Administrative Agent shall
reasonably estimate as sufficient to make up the deficiency.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AT
SUCH TIME THAT A RESERVE TRIGGER PERIOD NO LONGER EXISTS AND PROVIDED NO EVENT
OF DEFAULT IS THEN CONTINUING, UPON REQUEST OF BORROWER, ADMINISTRATIVE AGENT
SHALL DISBURSE ALL AMOUNTS ON DEPOSIT IN THE TAX ACCOUNT AND INSURANCE ACCOUNT
TO BORROWER WITHIN TEN (10) DAYS AFTER THE RESERVE TRIGGER PERIOD CEASES TO
EXIST.
SECTION 8.7
THE ACCOUNTS GENERALLY.
(A)
BORROWER GRANTS TO ADMINISTRATIVE AGENT, FOR THE BENEFIT OF
LENDERS, A FIRST-PRIORITY PERFECTED SECURITY INTEREST IN EACH OF THE RESERVE
FUNDS AND THE ACCOUNT COLLATERAL AS ADDITIONAL SECURITY FOR PAYMENT OF THE
DEBT.
UNTIL EXPENDED OR APPLIED IN ACCORDANCE HEREWITH, THE RESERVE FUNDS AND
THE FUNDS DEPOSITED THEREIN SHALL CONSTITUTE ADDITIONAL SECURITY FOR THE DEBT.
THE PROVISIONS OF THIS SECTION 8.7 ARE INTENDED TO GIVE LENDERS AND/OR
ADMINISTRATIVE AGENT "CONTROL" OF THE RESERVE FUNDS AND THE ACCOUNT COLLATERAL
WITHIN THE MEANING OF THE UCC.
BORROWER ACKNOWLEDGES AND AGREES THAT THE
RESERVE FUNDS ARE SUBJECT TO THE SOLE DOMINION, CONTROL AND DISCRETION OF
ADMINISTRATIVE AGENT AND LENDERS, THEIR AUTHORIZED AGENTS OR DESIGNEES, SUBJECT
TO THE TERMS HEREOF, AND BORROWER SHALL HAVE NO RIGHT OF WITHDRAWAL WITH RESPECT
TO ANY RESERVE FUNDS EXCEPT AS PROVIDED HEREIN OR WITH THE PRIOR WRITTEN CONSENT
OF ADMINISTRATIVE AGENT.
THE RESERVE FUNDS SHALL BE HELD IN SEPARATE ACCOUNTS
AND ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY BORROWER OF THE LOCATION AND
ACCOUNT NUMBER WHERE SUCH FUNDS ARE HELD.
(B)
BORROWER SHALL NOT, WITHOUT OBTAINING THE PRIOR WRITTEN
CONSENT OF ADMINISTRATIVE AGENT, FURTHER PLEDGE, ASSIGN OR GRANT ANY SECURITY
INTEREST IN THE RESERVE FUNDS OR PERMIT ANY LIEN TO ATTACH THERETO, OR ANY LEVY
TO BE MADE THEREON, OR ANY UCC-1 FINANCING STATEMENTS, EXCEPT THOSE NAMING
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF LENDERS, AS THE SECURED PARTY, TO BE
FILED WITH RESPECT THERETO.
LENDER SHALL HAVE THE RIGHT TO FILE A FINANCING
STATEMENT OR STATEMENTS UNDER THE UCC IN CONNECTION WITH ANY OF THE RESERVE
FUNDS AND THE ACCOUNT COLLATERAL WITH RESPECT THERETO IN THE FORM REQUIRED TO
PROPERLY PERFECT LENDERS' SECURITY INTEREST THEREIN.
BORROWER AGREES THAT AT
ANY TIME AND FROM TIME TO TIME, AT THE EXPENSE OF BORROWER, BORROWER WILL
PROMPTLY EXECUTE AND DELIVER ALL FURTHER INSTRUMENTS AND DOCUMENTS, AND TAKE ALL
FURTHER ACTION, THAT MAY BE REASONABLY NECESSARY OR DESIRABLE, OR THAT
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, IN ORDER TO PERFECT AND PROTECT ANY
SECURITY INTEREST GRANTED OR PURPORTED TO BE GRANTED HEREBY OR TO ENABLE
ADMINISTRATIVE AGENT, ON BEHALF OF LENDERS, TO EXERCISE AND ENFORCE THEIR RIGHTS
AND REMEDIES HEREUNDER WITH RESPECT TO ANY RESERVE