OR (II) AN ACCOUNT AT A BANK OR OTHER FINANCIAL INSTITUTION APPROVED BY
AGENT.
PROVIDED NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, SUCH PROCEEDS SHALL BE APPLIED TO THE PAYMENT OF INTEREST, PRINCIPAL
DUE AND PAYABLE UNDER SECTION 2.4(D) HEREOF AND OTHER SUMS THAT BECOME DUE AND
PAYABLE UNDER THE LOAN DOCUMENTS AS AND WHEN DUE AND THEN TO OPERATING EXPENSES
FOR SUCH PROPERTY APPROVED BY AGENT AND IN SUCH MANNER AND UPON SUCH CONDITIONS
AS AGENT SHALL DETERMINE.
BORROWER HEREBY GRANTS TO AGENT A SECURITY INTEREST
IN ALL RIGHTS OF BORROWER IN AND TO SUCH ACCOUNT AND ALL SUMS ON DEPOSIT THEREIN
AS ADDITIONAL SECURITY FOR THE OBLIGATIONS.
UPON THE OCCURRENCE AND DURING THE
CONTINUATION OF AN EVENT OF DEFAULT, AGENT SHALL HAVE THE RIGHTS AND REMEDIES
WITH RESPECT TO SUCH ACCOUNT SPECIFIED IN THIS LOAN AGREEMENT AND IN ANY OTHER
LOAN DOCUMENT.
IF HELD BY AGENT, THE CREDIT BALANCE IN SUCH ACCOUNT OR
SUBACCOUNT MAY BE COMMINGLED WITH THE GENERAL FUNDS OF AGENT.
IF NOT HELD BY
AGENT, BORROWER SHALL CAUSE THE BANK OR FINANCIAL INSTITUTION AT WHICH SUCH
ACCOUNT IS HELD TO EXECUTE AND DELIVER TO AGENT AN ACCOUNT AGREEMENT
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WITH RESPECT TO SUCH ACCOUNT, BORROWER SHALL PAY ALL FEES AND COSTS WITH RESPECT
THERETO AND BORROWER SHALL NOT CLOSE SUCH ACCOUNT WITHOUT OBTAINING THE PRIOR
CONSENT OF AGENT.
NEITHER AGENT NOR LENDERS SHALL BE LIABLE FOR ANY LOSS OF
INTEREST ON OR ANY PENALTY OR CHARGE ASSESSED AGAINST THE FUNDS IN, PAYABLE ON,
OR CREDITED TO SUCH ACCOUNT AS A RESULT OF THE EXERCISE BY AGENT OF ANY OF ITS
RIGHTS, REMEDIES OR OBLIGATIONS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
ANY
INTEREST EARNED ON THE BALANCE OF SUCH ACCOUNT SHALL BE DEPOSITED INTO SUCH
ACCOUNT AND BE APPLIED WITH THE BALANCE OF SUCH ACCOUNT IN ACCORDANCE WITH THIS
SECTION 8.12(G).
AGENT SHALL HAVE SOLE CONTROL OVER SUCH ACCOUNT.
ANY BUSINESS
INTERRUPTION/RENT LOSS INSURANCE PROCEEDS REMAINING AFTER COMPLETION OF THE
RESTORATION SHALL BE DISTRIBUTED TO BORROWER OR, IF AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, AT AGENT'S ELECTION, DEPOSITED IN THE LOCKBOX
ACCOUNT.
SECTION 8.13.
Taking of the Mortgaged Property.
(A)
PROMPTLY, AND IN ANY CASE WITHIN ONE
(1) BUSINESS DAY AFTER THE OCCURRENCE THEREOF, BORROWER SHALL NOTIFY AGENT OF
ANY TAKING OF ANY PORTION OF ANY MORTGAGED PROPERTY OR THE COMMENCEMENT OF ANY
PROCEEDINGS OR NEGOTIATIONS WHICH MIGHT RESULT IN SUCH A TAKING.
SUCH NOTICE
SHALL GENERALLY DESCRIBE THE NATURE AND EXTENT OF SUCH TAKING OR THE NATURE OF
SUCH PROCEEDINGS OR NEGOTIATIONS AND THE NATURE AND EXTENT OF THE TAKING WHICH
MIGHT RESULT THEREFROM.
AGENT SHALL BE ENTITLED HEREUNDER TO ALL AWARDS OR
COMPENSATION PAYABLE ON ACCOUNT OF A TAKING.
BORROWER HEREBY IRREVOCABLY
ASSIGNS, TRANSFERS AND SETS OVER TO AGENT ALL RIGHTS OF BORROWER TO ANY SUCH
AWARDS OR COMPENSATION AND IRREVOCABLY AUTHORIZES AND EMPOWERS AGENT, IN THE
NAME OF BORROWER OR OTHERWISE, TO COLLECT AND RECEIPT FOR ANY SUCH AWARD OR
COMPENSATION AND DELEGATE