AND FROM WHICH
DISBURSEMENTS SHALL BE MADE PURSUANT TO THE TERMS OF THIS AGREEMENT AND THE CASH
MANAGEMENT AGREEMENT:
(A)
A SUB‐ACCOUNT FOR THE RETENTION OF ACCOUNT COLLATERAL IN
RESPECT OF DEBT SERVICE PAYMENTS DUE UNDER THE LOAN (THE "DEBT SERVICE RESERVE
ACCOUNT");
(B)
A SUB‐ACCOUNT FOR THE RETENTION OF ACCOUNT COLLATERAL IN
RESPECT OF IMPOSITIONS AND OTHER CHARGES FOR THE PROPERTY (THE "TAX RESERVE
ACCOUNT");
(C)
A SUB‐ACCOUNT FOR THE RETENTION OF ACCOUNT COLLATERAL IN
RESPECT OF INSURANCE PREMIUMS FOR THE PROPERTY (THE "INSURANCE RESERVE
ACCOUNT");
(D)
A SUB‐ACCOUNT FOR THE RETENTION OF ACCOUNT COLLATERAL IN
RESPECT OF LEASING EXPENSES FOR THE PROPERTY (THE "LEASING RESERVE ACCOUNT");
AND
(E)
A SUB-ACCOUNT FOR THE RETENTION OF ACCOUNT COLLATERAL IN
RESPECT OF CAPITAL IMPROVEMENTS FOR THE PROPERTY (THE "CAPITAL EXPENDITURES
RESERVE ACCOUNT").
38
3.1.2
PLEDGE OF ACCOUNT COLLATERAL
(A) TO SECURE THE FULL AND PUNCTUAL PAYMENT
AND PERFORMANCE OF THE OBLIGATIONS, BORROWER HEREBY COLLATERALLY ASSIGNS, GRANTS
A SECURITY INTEREST IN AND PLEDGES TO LENDER, TO THE EXTENT NOT PROHIBITED BY
APPLICABLE LAW, A FIRST PRIORITY CONTINUING SECURITY INTEREST IN AND TO THE
FOLLOWING PROPERTY OF BORROWER, WHETHER NOW OWNED OR EXISTING OR HEREAFTER
ACQUIRED OR ARISING AND REGARDLESS OF WHERE LOCATED (ALL OF THE SAME,
COLLECTIVELY, THE "ACCOUNT COLLATERAL"):
(I)
THE COLLATERAL ACCOUNTS AND ALL CASH, CHECKS, DRAFTS,
SECURITIES ENTITLEMENTS, CERTIFICATES, INSTRUMENTS AND OTHER PROPERTY,
INCLUDING, WITHOUT LIMITATION, ALL DEPOSITS AND/OR WIRE TRANSFERS FROM TIME TO
TIME DEPOSITED OR HELD IN, CREDITED TO OR MADE TO COLLATERAL ACCOUNTS;
(II)
ANY AND ALL AMOUNTS INVESTED IN PERMITTED INVESTMENTS HELD IN
THE COLLATERAL ACCOUNTS;
(III)
ALL INTEREST, DIVIDENDS, CASH, INSTRUMENTS, SECURITIES,
ENTITLEMENTS AND OTHER PROPERTY FROM TIME TO TIME RECEIVED, RECEIVABLE OR
OTHERWISE PAYABLE IN RESPECT OF, OR IN EXCHANGE FOR, ANY OR ALL OF THE FOREGOING
OR PURCHASED WITH FUNDS FROM THE COLLATERAL ACCOUNTS; AND
(IV)
TO THE EXTENT NOT COVERED BY SUB‐PARAGRAPHS (I), (II)
OR
(III)
ABOVE, ALL PROCEEDS (AS DEFINED UNDER THE UCC) OF ANY OR ALL OF THE
FOREGOING.
(B)
IN ADDITION TO THE RIGHTS AND REMEDIES HEREIN SET FORTH,
LENDER SHALL HAVE ALL OF THE RIGHTS AND REMEDIES WITH RESPECT TO THE ACCOUNT
COLLATERAL AVAILABLE TO A SECURED PARTY AT LAW OR IN EQUITY, INCLUDING, WITHOUT
LIMITATION, THE RIGHTS OF A SECURED PARTY UNDER THE UCC, AS IF SUCH RIGHTS AND
REMEDIES WERE FULLY SET FORTH HEREIN.
(C)
THIS AGREEMENT SHALL CONSTITUTE A SECURITY AGREEMENT FOR
PURPOSES OF THE UNIFORM COMMERCIAL CODE AND OTHER APPLICABLE LAW.
3.1.3
MAINTENANCE OF COLLATERAL ACCOUNTS.
BORROWER AGREES THAT THE COLLECTION
ACCOUNT IS AND SHALL BE MAINTAINED (A) AS A "DEPOSIT ACCOUNT" (AS SUCH TERM IS
DEFINED IN SECTION 9‐102(A)(29) OF THE UCC), (B) IN SUCH A MANNER THAT LENDER
SHALL HAVE CONTROL (WITHIN THE MEANING OF SECTION 9‐104(A)(2) OF THE UCC) OVER
THE COLLECTION ACCOUNT, AND (C) SUCH THAT NEITHER BORROWER NOR MANAGER SHALL
HAVE ANY RIGHT OF WITHDRAWAL FROM THE COLLECTION ACCOUNT AND, EXCEPT AS PROVIDED
HEREIN, NO ACCOUNT COLLATERAL SHALL BE RELEASED TO BORROWER OR MANAGER FROM THE
COLLECTION