RENTS OR MONEY RECEIVED FROM
ACCOUNTS OR UNDER LEASES (EXCEPT FOR AN ACCOUNT INTO WHICH MASTER LEASE RENTS
ARE FIRST DEPOSITED PRIOR TO TRANSFER TO THE LOCAL COLLECTION ACCOUNT) AND
DERIVED FROM THE MORTGAGED PROPERTY AND ALL PROCEEDS TO PAY AMOUNTS OWING
HEREUNDER, OTHER THAN ANY ACCOUNT FOR AMOUNTS REQUIRED BY LAW TO BE SEGREGATED
BY BORROWER. BORROWER SHALL NOT HAVE ANY RIGHT TO WITHDRAW MONEY FROM THE
PLEDGED ACCOUNTS. BORROWER ACKNOWLEDGES AND AGREES THAT THE PLEDGED ACCOUNTS ARE
AND SHALL AT ALL TIMES CONTINUE TO BE SUBJECT TO AND UNDER THE SOLE DOMINION AND
CONTROL, AND THE "CONTROL" WITHIN THE MEANING OF SECTIONS 9-104 AND 9-106 OF THE
UCC, OF LENDER. NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY,
NEITHER BORROWER NOR MANAGER NOR ANY OTHER PERSON OR ENTITY, THROUGH OR UNDER
BORROWER, SHALL HAVE ANY CONTROL OVER THE USE OF, OR ANY RIGHT TO WITHDRAW ANY
AMOUNT FROM, ANY
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Pledged Accounts, and Borrower acknowledges that the Collection Account Bank and
the Local Collection Account Bank shall comply with all instructions originated
by Lender without further consent by Borrower. Borrower acknowledges and agrees
that the Collection Account Bank and Local Collection Account Bank shall comply
with the instructions of Lender with respect to the Pledged Accounts without the
further consent of Borrower or Manager. The Account Collateral shall be subject
to such applicable laws, and such applicable regulations of the Board of
Governors of the Federal Reserve System and of any other banking authority or
Governmental Authority, as may now or hereafter be in effect, and to the rules,
regulations and procedures of the financial institution where the Account
Collateral is maintained relating to demand deposit accounts generally from time
to time in effect.
(C)
FINANCING STATEMENTS; FURTHER ASSURANCES. BORROWER HEREBY
IRREVOCABLY AUTHORIZES LENDER AT ANY TIME AND FROM TIME TO TIME TO FILE ANY
FINANCING STATEMENTS OR CONTINUATION STATEMENTS, AND AMENDMENTS TO FINANCING
STATEMENTS, IN ANY JURISDICTIONS AND WITH ANY FILING OFFICES AS LENDER MAY
DETERMINE, IN ITS SOLE DISCRETION, ARE NECESSARY OR ADVISABLE TO PERFECT THE
SECURITY INTERESTS GRANTED TO LENDER IN CONNECTION HEREWITH. SUCH FINANCING
STATEMENTS MAY DESCRIBE THE COLLATERAL IN THE SAME MANNER AS DESCRIBED IN ANY
SECURITY AGREEMENT OR PLEDGE AGREEMENT ENTERED INTO BY THE PARTIES IN CONNECTION
HEREWITH OR MAY CONTAIN AN INDICATION OR DESCRIPTION OF COLLATERAL THAT
DESCRIBES SUCH PROPERTY IN ANY OTHER MANNER AS LENDER MAY DETERMINE, IN ITS SOLE
DISCRETION, IS NECESSARY, ADVISABLE OR PRUDENT TO ENSURE THE PERFECTION OF THE
SECURITY INTEREST IN THE COLLATERAL GRANTED TO LENDER IN CONNECTION HEREWITH,
INCLUDING, WITHOUT LIMITATION, DESCRIBING SUCH PROPERTY AS "ALL ASSETS" OR "ALL
PERSONAL PROPERTY" OF BORROWER WHETHER NOW OWNED OR HEREAFTER ACQUIRED. FROM
TIME TO TIME, AT THE EXPENSE OF BORROWER, BORROWER SHALL PROMPTLY EXECUTE AND
DELIVER ALL FURTHER INSTRUMENTS, AND TAKE ALL FURTHER ACTION, THAT LENDER MAY
REASONABLY REQUEST, IN ORDER TO CONTINUE THE PERFECTION AND PROTECTION OF THE
PLEDGE AND SECURITY INTEREST GRANTED OR PURPORTED TO BE GRANTED HEREBY.
(D)
TRANSFERS AND OTHER LIENS. BORROWER