SHALL BE DELIVERED TO LENDER.
7.3.4
FAILURE TO MAKE REPLACEMENTS.
(A)
IT SHALL BE AN EVENT OF DEFAULT UNDER THIS AGREEMENT IF BORROWER
FAILS TO COMPLY WITH ANY PROVISION OF THIS SECTION 7.3.4 AND SUCH FAILURE IS NOT
CURED WITHIN THIRTY (30) DAYS AFTER NOTICE FROM LENDER; PROVIDED, HOWEVER, IF
SUCH FAILURE IS NOT CAPABLE OF BEING CURED WITHIN SAID THIRTY (30) DAY PERIOD,
THEN PROVIDED THAT BORROWER COMMENCES ACTION TO COMPLETE SUCH CURE AND
THEREAFTER DILIGENTLY PROCEEDS TO COMPLETE SUCH CURE, SUCH THIRTY (30) DAY
PERIOD SHALL BE EXTENDED FOR SUCH TIME AS IS REASONABLY NECESSARY FOR BORROWER,
IN THE EXERCISE OF DUE DILIGENCE,
94
TO CURE SUCH FAILURE, BUT SUCH ADDITIONAL PERIOD OF TIME SHALL NOT EXCEED SIXTY
(60) DAYS.
UPON THE OCCURRENCE OF SUCH AN EVENT OF DEFAULT, LENDER MAY USE THE
REPLACEMENT RESERVE FUND (OR ANY PORTION THEREOF) FOR ANY PURPOSE, INCLUDING BUT
NOT LIMITED TO COMPLETION OF THE REPLACEMENTS AS PROVIDED IN SECTION 7.3.3, OR
FOR ANY OTHER REPAIR OR REPLACEMENT TO ANY INDIVIDUAL PROPERTY OR TOWARD PAYMENT
OF THE DEBT IN SUCH ORDER, PROPORTION AND PRIORITY AS LENDER MAY DETERMINE IN
ITS SOLE DISCRETION.
LENDER'S RIGHT TO WITHDRAW AND APPLY THE REPLACEMENT
RESERVE FUNDS SHALL BE IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES PROVIDED TO
LENDER UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(B)
NOTHING IN THIS AGREEMENT SHALL OBLIGATE LENDER TO APPLY ALL OR
ANY PORTION OF THE REPLACEMENT RESERVE FUND ON ACCOUNT OF AN EVENT OF DEFAULT TO
PAYMENT OF THE DEBT OR IN ANY SPECIFIC ORDER OR PRIORITY.
7.3.5
BALANCE IN THE REPLACEMENT RESERVE ACCOUNT.
THE INSUFFICIENCY OF
ANY BALANCE IN THE REPLACEMENT RESERVE ACCOUNT SHALL NOT RELIEVE BORROWER FROM
ITS OBLIGATION TO FULFILL ALL PRESERVATION AND MAINTENANCE COVENANTS IN THE LOAN
DOCUMENTS.
7.3.6
INDEMNIFICATION.
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 PERFORMANCE OF THE REPLACEMENTS UNLESS THE SAME ARE
SOLELY DUE TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER.
BORROWER SHALL
ASSIGN TO LENDER ALL RIGHTS AND CLAIMS BORROWER MAY HAVE AGAINST ALL PERSONS OR
ENTITIES SUPPLYING LABOR OR MATERIALS IN CONNECTION WITH THE REPLACEMENTS;
PROVIDED, HOWEVER, THAT LENDER MAY NOT PURSUE ANY SUCH RIGHT OR CLAIM UNLESS AN
EVENT OF DEFAULT HAS OCCURRED AND REMAINS UNCURED.
Section 7.4
PIP Reserve.
7.4.1
DEPOSITS.
SUBJECT TO SECTION 7.4.3 HEREOF, ON THE CLOSING DATE,
BORROWER SHALL DEPOSIT WITH LENDER (A) $604,594.60 (THE "MINIMUM PIP RESERVE
DEPOSIT"), PLUS (B) THE AMOUNT FOR EACH INDIVIDUAL PROPERTY SET FORTH ON SUCH
SCHEDULE XIV HERETO (CUMULATIVELY, THE "INITIAL PIP RESERVE DEPOSIT") TO PERFORM
THE PIP REQUIREMENTS FOR SUCH INDIVIDUAL PROPERTY.
IN ADDITION, AT ANY TIME
LENDER REASONABLY DETERMINES THAT THE REQUIRED BALANCE IN THE PIP RESERVE FUND
(DEFINED BELOW) IS INSUFFICIENT TO SATISFY PIP REQUIREMENTS DURING THE NEXT
TWELVE MONTH PERIOD, LENDER MAY REQUIRE BORROWER TO