THE MORTGAGED PROPERTY THE INTEREST OF BORROWER IN ALL
SUMS DEPOSITED WITH LENDER UNDER THE PROVISIONS HEREOF OR OTHERWISE.
6.6
SECURITY INTEREST IN RESERVES.
(A)
AS ADDITIONAL SECURITY FOR THE PAYMENT AND PERFORMANCE BY BORROWER
OF ALL DUTIES, RESPONSIBILITIES AND OBLIGATIONS UNDER THE NOTE AND THE OTHER
LOAN DOCUMENTS, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY ASSIGNS,
CONVEYS, PLEDGES, MORTGAGES, TRANSFERS, DELIVERS, DEPOSITS, SETS OVER AND
CONFIRMS UNTO LENDER, AND HEREBY GRANTS TO LENDER A SECURITY INTEREST IN ALL
SUMS ON DEPOSIT UNDER THIS AGREEMENT, THE LIEN INSTRUMENT AND THE OTHER LOAN
DOCUMENTS (COLLECTIVELY, THE "RESERVES") INCLUDING, WITHOUT LIMITATION, (I) THE
IMPOSITIONS RESERVE, (II) THE TENANT IMPROVEMENTS/LEASING COMMISSIONS AMOUNTS;
(III) THE ACCOUNTS INTO WHICH THE RESERVES HAVE BEEN DEPOSITED, (IV) ALL
INSURANCE ON SAID ACCOUNTS, (V) ALL ACCOUNTS, CONTRACT RIGHTS AND GENERAL
INTANGIBLES OR OTHER RIGHTS AND INTERESTS PERTAINING THERETO, (VI) ALL SUMS NOW
OR HEREAFTER THEREIN OR REPRESENTED THEREBY, (VII) ALL REPLACEMENTS,
SUBSTITUTIONS OR PROCEEDS THEREOF, (VIII) ALL INSTRUMENTS AND DOCUMENTS NOW OR
HEREAFTER EVIDENCING THE RESERVES OR SUCH ACCOUNTS, (IX) ALL POWERS, OPTIONS,
RIGHTS, PRIVILEGES AND IMMUNITIES PERTAINING TO THE RESERVES (INCLUDING THE
RIGHT TO MAKE WITHDRAWALS THEREFROM), AND (X) ALL PROCEEDS OF THE FOREGOING.
BORROWER HEREBY AUTHORIZES AND CONSENTS TO THE ACCOUNT INTO WHICH THE RESERVES
HAVE BEEN DEPOSITED BEING HELD IN LENDER'S NAME OR THE NAME OF ANY ENTITY
SERVICING THE NOTE FOR LENDER AND HEREBY ACKNOWLEDGES AND AGREES THAT LENDER, OR
AT LENDER'S ELECTION, SUCH SERVICING AGENT, SHALL HAVE EXCLUSIVE CONTROL OVER
SAID ACCOUNT.
NOTICE OF THE ASSIGNMENT AND SECURITY INTEREST GRANTED TO LENDER
HEREIN MAY BE DELIVERED BY LENDER AT ANY TIME TO THE FINANCIAL INSTITUTION
WHEREIN THE RESERVES HAVE BEEN ESTABLISHED, AND LENDER, OR SUCH SERVICING
ENTITY, SHALL HAVE POSSESSION OF ALL PASSBOOKS OR OTHER EVIDENCES OF SUCH
ACCOUNTS.
BORROWER HEREBY HOLDS LENDER HARMLESS WITH RESPECT TO ALL RISK OF
LOSS REGARDING AMOUNTS ON DEPOSIT IN THE RESERVES, EXCEPT TO THE EXTENT THAT ANY
SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
LENDER.
BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY STIPULATES,
ACKNOWLEDGES AND AGREES THAT THE ADVANCEMENT OF THE FUNDS FROM THE RESERVES AS
SET FORTH HEREIN IS AT BORROWER'S DIRECTION AND IS NOT THE EXERCISE BY LENDER OF
ANY RIGHT OF SET-OFF OR OTHER REMEDY UPON A DEFAULT.
IF A DEFAULT SHALL OCCUR
HEREUNDER OR UNDER ANY OTHER OF THE LOAN DOCUMENTS WHICH IS NOT CURED WITHIN ANY
APPLICABLE GRACE OR CURE PERIOD, THEN LENDER MAY, WITHOUT NOTICE OR DEMAND ON
BORROWER, AT ITS OPTION:
(A) WITHDRAW ANY OR ALL OF THE FUNDS (INCLUDING,
WITHOUT LIMITATION, INTEREST) THEN REMAINING IN THE RESERVES AND APPLY THE SAME,
AFTER DEDUCTING ALL COSTS AND EXPENSES OF SAFEKEEPING, COLLECTION AND DELIVERY
(INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES, COSTS AND EXPENSES) TO THE
INDEBTEDNESS EVIDENCED BY THE NOTE OR ANY OTHER OBLIGATIONS OF BORROWER UNDER
THE OTHER LOAN DOCUMENTS IN SUCH MANNER AS LENDER SHALL DEEM APPROPRIATE IN ITS
SOLE DISCRETION, AND THE EXCESS, IF ANY, SHALL BE PAID TO BORROWER, PROVIDED
THAT LENDER SHALL