THEREWITH SHALL BE PAID BY BORROWER TO LENDER WITH INTEREST THEREON AT THE
DEFAULT RATE FROM THE DATE SUCH COST IS INCURRED UNTIL SUCH COST IS PAID BY
BORROWER TO LENDER.
(C)
AT ANY TIME THAT SUMS ARE NOT BEING DEPOSITED INTO THE
SUB-ACCOUNTS OR ESCROW ACCOUNTS PURSUANT TO THE TERMS OF THE MORTGAGE,
BORROWER SHALL ESTABLISH AND MAINTAIN ONE OR MORE SUB-ACCOUNTS OF THE LOCKBOX
ACCOUNT INTO WHICH REMAINING RENTS SHALL BE DEPOSITED FOR THE PURPOSES OF PAYING
BASIC CARRYING COSTS, RECURRING REPLACEMENT EXPENDITURES AND OPERATING EXPENSES
(EACH AS DEFINED IN THE MORTGAGE).
IN CONNECTION THEREWITH, BORROWER AND LENDER
SHALL MODIFY THE LOCKBOX AGREEMENT TO PROVIDE THAT, IF SUMS ARE REQUIRED TO BE
DEPOSITED INTO THE LOCKBOX ACCOUNT PURSUANT TO THIS SECTION 2.27(C), SUCH FUNDS
SHALL BE ALLOCATED IN THE ORDER OF PRIORITY SET FORTH IN SECTION 5.05 OF THE
MORTGAGE AND BORROWER HEREBY IRREVOCABLY APPOINTS LENDER AS ITS
ATTORNEY-IN-FACT, COUPLED WITH AN INTEREST, TO EXECUTE ANY SUCH AMENDMENT TO THE
LOCKBOX AGREEMENT.
THE AMOUNTS TO BE DEPOSITED IN SUCH SUB-ACCOUNTS SHALL EQUAL
THE AMOUNTS REQUIRED TO BE DEPOSITED IN THE SUB-ACCOUNTS AND ESCROW ACCOUNTS
PURSUANT TO THE TERMS OF THE MORTGAGE (AS IN EFFECT ON THE CLOSING DATE OR AS
AMENDED WITH LENDER'S APPROVAL) AND SUMS DEPOSITED INTO SUCH SUB-ACCOUNTS MAY BE
RELEASED ON THE SAME TERMS AND CONDITIONS AS SET FORTH IN THE MORTGAGE (AS IN
EFFECT ON THE CLOSING DATE OR AS AMENDED WITH LENDER'S APPROVAL).
(D)
BORROWER HEREBY AGREES FOR THE BENEFIT OF ITSELF AND OWNER THAT
ALL PAYMENTS ACTUALLY RECEIVED BY LENDER SHALL BE DEEMED PAYMENTS TO BORROWER BY
OWNER.
LENDER SHALL APPLY ANY AND ALL SUCH PAYMENTS ACTUALLY RECEIVED BY LENDER
FOR APPLICATION IN ACCORDANCE WITH THIS AGREEMENT.
AFTER PAYMENT OF ALL SUMS
DUE AND PAYABLE WITH RESPECT TO THE LOAN OR WHICH MAY BE RETAINED BY LENDER
PURSUANT TO THE OTHER PROVISIONS HEREOF, LENDER SHALL RETURN TO BORROWER THAT
PORTION OF ANY PAYMENTS ACTUALLY RECEIVED BY LENDER FROM BORROWER OR OWNER.
SECTION 2.28.
CERTAIN ADDITIONAL RIGHTS OF LENDER.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY WHICH MAY BE CONTAINED IN THIS AGREEMENT, LENDER SHALL HAVE:
(A)
THE RIGHT TO ROUTINELY CONSULT ON A REGULAR BASIS (NO LESS
FREQUENTLY THAN QUARTERLY) WITH AND ADVISE BORROWER'S MANAGEMENT REGARDING THE
SIGNIFICANT BUSINESS ACTIVITIES AND BUSINESS AND FINANCIAL DEVELOPMENTS OF
BORROWER, PROVIDED, HOWEVER, THAT SUCH CONSULTATIONS SHALL NOT INCLUDE
DISCUSSIONS OF ENVIRONMENTAL COMPLIANCE PROGRAMS OR DISPOSAL OF HAZARDOUS
SUBSTANCES, AND, PROVIDED, FURTHER, THAT LENDER SHALL HAVE THE RIGHT TO CALL
SPECIAL MEETINGS AT ANY REASONABLE TIMES;
(B)
THE RIGHT, WITHOUT RESTRICTING ANY OTHER RIGHTS OF LENDER UNDER
THIS AGREEMENT (INCLUDING ANY SIMILAR RIGHT), TO RESTRICT FINANCING TO BE
OBTAINED IN CONNECTION WITH FUTURE
26
PROPERTY TRANSACTIONS, REFINANCING OF ANY ACQUISITION FINANCINGS, AND UNSECURED
DEBT UNLESS THE LOAN HAS BEEN PAID IN FULL OR AS OTHERWISE PERMITTED HEREUNDER;
(C)
THE RIGHT, WITHOUT RESTRICTING ANY OTHER RIGHT OF LENDER UNDER
THIS AGREEMENT (INCLUDING ANY SIMILAR RIGHT), TO RESTRICT, UPON THE OCCURRENCE
OF AN EVENT OF DEFAULT, BORROWER'S PAYMENTS OF