NOW OR HEREAFTER
DEPOSITED INTO THE LOCKBOX ACCOUNT SHALL BE DEEMED ADDITIONAL SECURITY FOR THE
DEBT.
29
(B)
BORROWER SHALL, OR SHALL CAUSE MANAGER TO, DELIVER IRREVOCABLE
WRITTEN INSTRUCTIONS TO ALL TENANTS UNDER LEASES TO DELIVER ALL RENTS PAYABLE
THEREUNDER DIRECTLY TO THE LOCKBOX ACCOUNT.
BORROWER SHALL, AND SHALL CAUSE
MANAGER TO, DEPOSIT ALL AMOUNTS RECEIVED BY BORROWER OR MANAGER CONSTITUTING
RENTS INTO THE LOCKBOX ACCOUNT WITHIN ONE (1) BUSINESS DAY AFTER RECEIPT
THEREOF.
(C)
BORROWER SHALL OBTAIN FROM LOCKBOX BANK ITS AGREEMENT TO TRANSFER
TO THE CASH MANAGEMENT ACCOUNT IN IMMEDIATELY AVAILABLE FUNDS BY FEDERAL WIRE
TRANSFER ALL AMOUNTS ON DEPOSIT IN THE LOCKBOX ACCOUNT ONCE EVERY BUSINESS DAY
DURING THE CONTINUANCE OF A CASH SWEEP PERIOD.
(D)
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, LENDER MAY, IN
ADDITION TO ANY AND ALL OTHER RIGHTS AND REMEDIES AVAILABLE TO LENDER, APPLY ANY
SUMS THEN PRESENT IN THE LOCKBOX ACCOUNT TO THE PAYMENT OF THE DEBT IN ANY ORDER
IN ITS SOLE DISCRETION.
(E)
THE LOCKBOX ACCOUNT SHALL BE AN ELIGIBLE ACCOUNT AND SHALL NOT BE
COMMINGLED WITH OTHER MONIES HELD BY BORROWER OR LOCKBOX BANK.
(F)
BORROWER SHALL NOT FURTHER PLEDGE, ASSIGN OR GRANT ANY SECURITY
INTEREST IN THE LOCKBOX ACCOUNT 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, AND EXCEPT FOR THE RIGHTS OF THE LOCKBOX BANK
UNDER THE LOCKBOX AGREEMENT.
(G)
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 LOCKBOX ACCOUNT AND/OR THE LOCKBOX AGREEMENT (UNLESS ARISING FROM THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER) OR THE PERFORMANCE OF THE
OBLIGATIONS FOR WHICH THE LOCKBOX ACCOUNT WAS ESTABLISHED.
2.7.2
CASH MANAGEMENT ACCOUNT.
(A)
PURSUANT TO THE CASH MANAGEMENT AGREEMENT, LENDER HAS ESTABLISHED
AN ACCOUNT (THE "CASH MANAGEMENT ACCOUNT") WITH A FINANCIAL INSTITUTION CHOSEN
BY LENDER IN ITS DISCRETION, WHICH CASH MANAGEMENT ACCOUNT SHALL BE UNDER THE
SOLE DOMINION AND CONTROL OF LENDER.
BORROWER HEREBY GRANTS TO LENDER A FIRST
PRIORITY SECURITY INTEREST IN THE CASH MANAGEMENT ACCOUNT AND ALL DEPOSITS AT
ANY TIME CONTAINED THEREIN AND THE PROCEEDS THEREOF AND WILL TAKE ALL ACTIONS
NECESSARY TO MAINTAIN IN FAVOR OF LENDER A PERFECTED FIRST PRIORITY SECURITY
INTEREST IN THE CASH MANAGEMENT ACCOUNT, INCLUDING, WITHOUT LIMITATION,
EXECUTING AND FILING UCC-1 FINANCING STATEMENTS AND CONTINUATIONS THEREOF.
LENDER AND SERVICER SHALL HAVE THE SOLE RIGHT TO MAKE WITHDRAWALS FROM THE CASH
MANAGEMENT ACCOUNT AND ALL COSTS AND EXPENSES FOR ESTABLISHING AND MAINTAINING
THE CASH MANAGEMENT ACCOUNT SHALL BE PAID BY BORROWER.
(B)
THE INSUFFICIENCY OF FUNDS ON DEPOSIT IN THE CASH MANAGEMENT
ACCOUNT SHALL NOT RELIEVE BORROWER FROM THE OBLIGATION TO MAKE ANY PAYMENTS, AS
AND WHEN DUE PURSUANT