DURING THE
OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT.
(H)
BORROWER ACKNOWLEDGES AND AGREES THAT IT SOLELY SHALL BE, AND
SHALL AT ALL TIMES REMAIN, LIABLE TO ADMINISTRATIVE AGENT FOR ALL FEES, CHARGES,
COSTS AND EXPENSES IN CONNECTION WITH THE RESERVE FUNDS, THIS AGREEMENT AND THE
ENFORCEMENT HEREOF, INCLUDING, WITHOUT LIMITATION, ANY MONTHLY OR ANNUAL FEES OR
CHARGES AS MAY BE REASONABLY ASSESSED BY ADMINISTRATIVE AGENT IN CONNECTION WITH
THE ADMINISTRATION OF THE ACCOUNTS AND THE RESERVE FUNDS AND THE REASONABLE FEES
AND EXPENSES OF THIRD-PARTY LEGAL COUNSEL TO ADMINISTRATIVE AGENT
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and the Lenders as needed to enforce, protect or preserve the rights and
remedies of Administrative Agent and the Lenders under this Agreement.
ARTICLE IX - CASH MANAGEMENT
SECTION 9.1
ESTABLISHMENT OF ACCOUNTS.
BORROWER SHALL,
SIMULTANEOUSLY HEREWITH, ESTABLISH AN ELIGIBLE ACCOUNT (THE "RESTRICTED
ACCOUNT") PURSUANT TO THE RESTRICTED ACCOUNT AGREEMENT IN THE NAME OF THE
BORROWER FOR THE SOLE AND EXCLUSIVE BENEFIT OF ADMINISTRATIVE AGENT (FOR THE
BENEFIT OF LENDERS), TOGETHER WITH THEIR SUCCESSORS AND ASSIGNS, AS SECURED
PARTY, INTO WHICH BORROWER SHALL DEPOSIT, OR CAUSE TO BE DEPOSITED, ALL REVENUE
GENERATED BY THE PROPERTY (INCLUDING, WITHOUT LIMITATION, ALL AMOUNTS PAID BY
THE COUNTERPARTY TO BORROWER UNDER THE INTEREST RATE PROTECTION AGREEMENT).
PURSUANT TO THE RESTRICTED ACCOUNT AGREEMENT, FUNDS ON DEPOSIT IN THE RESTRICTED
ACCOUNT SHALL BE TRANSFERRED ON EACH BUSINESS DAY TO OR AT THE DIRECTION OF
BORROWER UNLESS AN EVENT OF DEFAULT EXISTS, IN WHICH CASE SUCH FUNDS SHALL BE
TRANSFERRED ON EACH BUSINESS DAY TO THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH
ADMINISTRATIVE AGENT'S WRITTEN DIRECTIONS.
SECTION 9.2
DEPOSITS INTO RESTRICTED ACCOUNT; MAINTENANCE OF
RESTRICTED ACCOUNT.
(A)
BORROWER REPRESENTS, WARRANTS AND COVENANTS THAT, SO LONG AS
THE DEBT REMAINS OUTSTANDING, (I) BORROWER SHALL, OR SHALL CAUSE MANAGER TO,
PROMPTLY DEPOSIT ALL REVENUE DERIVED FROM THE PROPERTY AND RECEIVED BY BORROWER
OR MANAGER, AS THE CASE MAY BE, INTO THE RESTRICTED ACCOUNT; (II) BORROWER SHALL
INSTRUCT MANAGER TO PROMPTLY DEPOSIT ALL REVENUE DERIVED FROM THE PROPERTY
COLLECTED BY MANAGER, IF ANY, PURSUANT TO THE MANAGEMENT AGREEMENT (OR
OTHERWISE) INTO THE RESTRICTED ACCOUNT; (III) (A) ON OR BEFORE THE CLOSING DATE,
BORROWER SHALL HAVE SENT (AND HEREBY REPRESENTS THAT IT HAS SENT) A NOTICE,
SUBSTANTIALLY IN THE FORM OF EXHIBIT A
ATTACHED HERETO, TO ALL TENANTS NOW
OCCUPYING SPACE AT THE PROPERTY DIRECTING THEM TO PAY ALL RENT AND OTHER SUMS
DUE UNDER THE LEASE TO WHICH THEY ARE A PARTY INTO THE RESTRICTED ACCOUNT (SUCH
NOTICE, THE "TENANT DIRECTION NOTICE"), (B) SIMULTANEOUSLY WITH THE EXECUTION OF
ANY LEASE ENTERED INTO ON OR AFTER THE DATE HEREOF IN ACCORDANCE WITH THE
APPLICABLE TERMS AND CONDITIONS HEREOF, BORROWER SHALL FURNISH EACH TENANT UNDER
EACH SUCH LEASE THE TENANT DIRECTION NOTICE AND (C) BORROWER SHALL CONTINUE TO
SEND THE AFORESAID TENANT DIRECTION NOTICES UNTIL EACH ADDRESSEE THEREOF
COMPLIES WITH THE TERMS THEREOF; (IV) THERE SHALL BE NO OTHER ACCOUNTS
MAINTAINED BY BORROWER OR ANY OTHER PERSON INTO WHICH REVENUES FROM THE
OWNERSHIP AND OPERATION OF THE PROPERTY ARE