SUCH MANNER AS LENDER SHALL ELECT IN ITS SOLE AND ABSOLUTE
DISCRETION, INCLUDING (IF THE LOAN HAS BEEN ACCELERATED) TO MAKE A PREPAYMENT OF
PRINCIPAL (TOGETHER WITH THE APPLICABLE YIELD MAINTENANCE PREMIUM APPLICABLE
THERETO).
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED ABOVE, LENDER
SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, IN ITS SOLE AND ABSOLUTE
DISCRETION FROM TIME TO TIME, TO DISBURSE FUNDS DEPOSITED INTO THE CASH
COLLATERAL SUBACCOUNT TO BORROWER FOR APPLICATION TO APPROVED LEASING COSTS OR
CAPITAL EXPENDITURES APPROVED BY LENDER, SUBJECT TO SUCH TERMS AND CONDITIONS AS
LENDER MAY REQUIRE.
3.10
GRANT OF SECURITY INTEREST; APPLICATION OF FUNDS.
AS SECURITY FOR PAYMENT OF THE DEBT AND THE PERFORMANCE BY BORROWER OF ALL OTHER
TERMS, CONDITIONS AND PROVISIONS OF THE LOAN DOCUMENTS, BORROWER HEREBY PLEDGES
AND ASSIGNS TO LENDER, AND GRANTS TO LENDER A SECURITY INTEREST IN, ALL
BORROWER'S RIGHT, TITLE AND INTEREST IN AND TO ALL RENTS AND IN AND TO ALL
PAYMENTS TO OR MONIES HELD IN THE CLEARING ACCOUNT, THE DEPOSIT ACCOUNT, ALL
SUBACCOUNTS CREATED PURSUANT TO THIS AGREEMENT (COLLECTIVELY, THE "CASH
MANAGEMENT ACCOUNTS").
BORROWER HEREBY GRANTS TO LENDER A CONTINUING SECURITY
INTEREST IN, AND AGREES TO HOLD IN TRUST FOR THE BENEFIT OF LENDER, ALL RENTS IN
ITS POSSESSION PRIOR TO THE (I) PAYMENT OF SUCH RENTS TO LENDER OR (II) DEPOSIT
OF SUCH RENTS INTO THE DEPOSIT ACCOUNT.
BORROWER SHALL NOT, WITHOUT OBTAINING
THE PRIOR WRITTEN CONSENT OF LENDER, FURTHER PLEDGE, ASSIGN OR GRANT ANY
SECURITY INTEREST IN ANY CASH MANAGEMENT ACCOUNT, OR PERMIT ANY LIEN TO ATTACH
THERETO, OR ANY LEVY TO BE MADE THEREON, OR ANY UCC FINANCING STATEMENTS, EXCEPT
THOSE NAMING LENDER AS THE SECURED PARTY, TO BE FILED WITH RESPECT THERETO.
THIS AGREEMENT IS, AMONG OTHER THINGS, INTENDED BY THE PARTIES TO BE A SECURITY
AGREEMENT FOR PURPOSES OF THE UCC.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, LENDER MAY APPLY ANY SUMS IN ANY CASH
MANAGEMENT ACCOUNT IN ANY ORDER AND IN ANY MANNER AS LENDER SHALL ELECT IN
LENDER'S DISCRETION WITHOUT SEEKING THE APPOINTMENT OF A RECEIVER AND WITHOUT
ADVERSELY AFFECTING THE RIGHTS OF LENDER TO FORECLOSE THE LIEN OF THE MORTGAGE
OR EXERCISE ITS OTHER RIGHTS UNDER THE LOAN DOCUMENTS, PROVIDED THAT LENDER WILL
NOT APPLY ANY SUCH SUMS TO PREPAYMENT OF PRINCIPAL UNLESS IT HAS ACCELERATED THE
LOAN.
CASH MANAGEMENT ACCOUNTS SHALL NOT CONSTITUTE TRUST FUNDS AND MAY BE
COMMINGLED WITH OTHER MONIES HELD BY LENDER.
ALL INTEREST WHICH ACCRUES ON THE
FUNDS IN ANY CASH MANAGEMENT ACCOUNT (OTHER THAN THE TAX AND INSURANCE
SUBACCOUNT) SHALL ACCRUE FOR THE BENEFIT OF BORROWER AND SHALL BE TAXABLE TO
BORROWER AND SHALL BE ADDED TO AND DISBURSED IN THE SAME MANNER AND UNDER THE
SAME CONDITIONS AS THE PRINCIPAL SUM ON WHICH SAID INTEREST ACCRUED.
UPON
REPAYMENT
25
IN FULL OF THE DEBT, ALL REMAINING FUNDS IN THE SUBACCOUNTS, IF ANY, SHALL BE
PROMPTLY DISBURSED TO BORROWER.
3.11
PROPERTY CASH FLOW ALLOCATION.
(A) ALL RENTS
DEPOSITED INTO THE DEPOSIT ACCOUNT DURING