PROPERTY RESERVE FUNDS, THE ADDITIONAL COLLATERAL RESERVE
FUNDS, THE TI ALLOWANCE RESERVE FUNDS AND THE ROLLOVER RESERVE FUNDS SHALL NOT
BE ADDED TO OR BECOME A PART THEREOF AND SHALL BE THE SOLE PROPERTY OF AND SHALL
BE PAID TO LENDER.
BORROWER SHALL BE RESPONSIBLE FOR PAYMENT OF ANY FEDERAL,
STATE OR LOCAL INCOME OR OTHER TAX APPLICABLE TO THE INTEREST EARNED ON THE
RESERVE FUNDS CREDITED OR PAID TO BORROWER.
BORROWER SHALL NOT, WITHOUT
OBTAINING THE PRIOR WRITTEN CONSENT OF LENDER, FURTHER PLEDGE, ASSIGN OR GRANT
ANY SECURITY INTEREST IN ANY RESERVE FUND 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.
LENDER SHALL NOT BE LIABLE FOR
ANY LOSS SUSTAINED ON THE INVESTMENT OF ANY FUNDS CONSTITUTING THE RESERVE
FUNDS.
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
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WITH THE PERFORMANCE OF THE OBLIGATIONS FOR WHICH THE RESERVE FUNDS WERE
ESTABLISHED.
BORROWER SHALL ASSIGN TO LENDER ALL RIGHTS AND CLAIMS BORROWER MAY
HAVE AGAINST ALL PERSONS OR ENTITIES SUPPLYING LABOR, MATERIALS OR OTHER
SERVICES WHICH ARE TO BE PAID FROM OR SECURED BY THE RESERVE FUNDS; PROVIDED,
HOWEVER, THAT LENDER MAY NOT PURSUE ANY SUCH RIGHT OR CLAIM UNLESS AN EVENT OF
DEFAULT HAS OCCURRED AND REMAINS UNCURED.
SECTION 7.9
LETTER OF CREDIT RIGHTS.
ANY LETTER OF CREDIT DELIVERED
TO LENDER PURSUANT TO THIS AGREEMENT SHALL BE HELD BY LENDER AS ADDITIONAL
SECURITY FOR THE LOAN.
LENDER SHALL HAVE THE RIGHT TO DRAW UPON ANY LETTER OF
CREDIT IMMEDIATELY AND WITHOUT FURTHER NOTICE:
(A)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT;
(B)
IF BORROWER FAILS TO DELIVER TO LENDER, NO LESS THAN THIRTY (30)
DAYS PRIOR TO THE EXPIRATION OF ANY LETTER OF CREDIT (INCLUDING ANY RENEWAL OR
EXTENSION THEREOF), A RENEWAL OR EXTENSION OF SUCH LETTER OF CREDIT OR A
REPLACEMENT LETTER OF CREDIT; OR
(C)
IF THE INSTITUTION ISSUING THE LETTER OF CREDIT CEASES TO BE AN
ELIGIBLE INSTITUTION AND BORROWER FAILS TO DELIVER TO LENDER A REPLACEMENT
LETTER OF CREDIT FROM AN ELIGIBLE INSTITUTION WITHIN THIRTY (30) DAYS OF THE
DATE THAT BORROWER IS NOTIFIED OR OTHERWISE BECOMES AWARE THAT SUCH INSTITUTION
CEASED TO BE AN ELIGIBLE INSTITUTION.
SECTION 7.10
APPLICATION OF LETTER OF CREDIT PROCEEDS.
IN THE EVENT OF
A DRAW UPON A LETTER OF CREDIT DUE TO THE EXISTENCE OF AN EVENT OF DEFAULT,
LENDER MAY APPLY SUCH AMOUNTS IN SUCH ORDER AND IN SUCH AMOUNTS AS LENDER SHALL
ELECT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO PAYMENT OF THE DEBT.
IN THE
EVENT OF A DRAW UPON A LETTER OF CREDIT DUE TO THE OCCURRENCE OF AN EVENT
DESCRIBED IN