ALL
ACCOUNTS, CONTRACT RIGHTS AND GENERAL INTANGIBLES OR OTHER RIGHTS AND INTERESTS
PERTAINING THERETO, (V) ALL SUMS NOW OR HEREAFTER THEREIN OR REPRESENTED
THEREBY, (VI) ALL REPLACEMENTS, SUBSTITUTIONS OR PROCEEDS THEREOF, (VII) ALL
INSTRUMENTS AND DOCUMENTS NOW OR HEREAFTER EVIDENCING THE RESERVES OR SUCH
ACCOUNTS, (VIII) ALL POWERS, OPTIONS, RIGHTS, PRIVILEGES AND IMMUNITIES
PERTAINING TO THE RESERVES (INCLUDING THE RIGHT TO MAKE WITHDRAWALS THEREFROM),
AND (IX) 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 ASSUMES ALL RISK OF LOSS WITH
RESPECT TO AMOUNTS ON DEPOSIT IN THE RESERVES. FUNDS ON DEPOSIT IN THE
REPLACEMENT RESERVE, THE OUTSTANDING TILC
51
RESERVE AND THE ROLLOVER RESERVE SHALL BEAR INTEREST AT A RATE EQUAL TO THE THEN
PREVAILING COMMERCIAL MONEY MARKET RATE. ALL AMOUNTS DEEMED EARNED ON FUNDS
CONTRIBUTED TO THE REPLACEMENT RESERVE, THE OUTSTANDING TILC RESERVE AND THE
ROLLOVER RESERVE AT THE RATE REFERENCED IN THE IMMEDIATELY PRECEDING SENTENCE
SHALL BE RETAINED BY LENDER AND ACCUMULATED FOR THE BENEFIT OF BORROWER AND
ADDED TO THE BALANCE IN THE REPLACEMENT RESERVE, THE OUTSTANDING TILC RESERVE
AND THE ROLLOVER RESERVE AND SHALL BE DISBURSED FOR PAYMENT OF THE ITEMS FOR
WHICH OTHER FUNDS IN THE REPLACEMENT RESERVE, THE OUTSTANDING TILC RESERVE AND
THE ROLLOVER RESERVE ARE TO BE DISBURSED. BORROWER SHALL NOT BE ENTITLED TO EARN
ANY INTEREST WITH RESPECT TO FUNDS ON DEPOSIT IN THE IMPOUND ACCOUNT. 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 OR AN EVENT OF DEFAULT. BORROWER HEREBY
WAIVES ALL RIGHT TO WITHDRAW FUNDS FROM THE RESERVES EXCEPT AS PROVIDED FOR IN
THIS MORTGAGE. IF AN EVENT OF DEFAULT SHALL OCCUR HEREUNDER OR UNDER ANY OTHER
OF THE LOAN DOCUMENTS 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, REASONABLE ATTORNEYS' FEES, COSTS AND EXPENSES) TO THE DEBT 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, (B) EXERCISE ANY