AGENT AND THE LENDERS
AND SHALL NOT BE COMMINGLED WITH ANY OTHER FUNDS OR PROPERTY OF SUCH PERSON, (D)
THERE ARE NO ACCOUNTS OTHER THAN THE COLLATERAL ACCOUNTS MAINTAINED BY ANY
BORROWER PARTY OR ANY OPERATING AFFILIATE OR MORTGAGED PROPERTY OWNER WITH
RESPECT TO MORTGAGED PROPERTY OR THE COLLECTION OF RENTS AND (E) SO LONG AS THE
LOAN SHALL BE OUTSTANDING, NEITHER ANY BORROWER PARTY NOR ANY OPERATING
AFFILIATE OR MORTGAGED PROPERTY OWNER SHALL OPEN ANY OTHER OPERATING ACCOUNTS
WITH RESPECT TO THE MORTGAGED PROPERTY OR THE COLLECTION OF RENTS, EXCEPT FOR
THE COLLATERAL ACCOUNTS; PROVIDED, THAT, BORROWER SHALL NOT BE PROHIBITED FROM
UTILIZING ONE OR MORE SEPARATE ACCOUNTS FOR THE DISBURSEMENT OR RETENTION OF
FUNDS THAT HAVE BEEN TRANSFERRED TO THE BORROWER'S ACCOUNT PURSUANT TO
SECTION 8.1(4)(I)(C).
(6)
Account Collateral and Remedies.
(I)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, WITHOUT ADDITIONAL NOTICE FROM THE
ADMINISTRATIVE AGENT TO THE BORROWER PARTIES, (I) THE ADMINISTRATIVE AGENT MAY,
IN ADDITION TO AND NOT IN LIMITATION OF THE ADMINISTRATIVE AGENT'S OTHER RIGHTS,
MAKE ANY AND ALL WITHDRAWALS FROM, AND TRANSFERS BETWEEN AND AMONG, THE
COLLATERAL ACCOUNTS AS THE ADMINISTRATIVE AGENT SHALL DETERMINE IN ITS SOLE AND
ABSOLUTE DISCRETION TO PAY ANY OBLIGATIONS; AND (II) SUBJECT TO SECTION 8.1(1),
ALL EXCESS CASH FLOW SHALL BE RETAINED IN THE PAYMENTS ACCOUNT AND APPLIED
PURSUANT TO SECTION 8.1(4)(I)(B).
66
(II)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, THE BORROWER HEREBY IRREVOCABLY CONSTITUTES
AND APPOINTS THE ADMINISTRATIVE AGENT AS THE BORROWER'S TRUE AND LAWFUL
ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE, ACKNOWLEDGE AND
DELIVER ANY INSTRUMENTS AND TO EXERCISE AND ENFORCE EVERY RIGHT, POWER, REMEDY,
OPTION AND PRIVILEGE OF THE BORROWER WITH RESPECT TO THE ACCOUNT COLLATERAL, AND
DO IN THE NAME, PLACE AND STEAD OF THE BORROWER, ALL SUCH ACTS, THINGS AND DEEDS
FOR AND ON BEHALF OF AND IN THE NAME OF THE BORROWER, WHICH BORROWER COULD OR
MIGHT DO OR WHICH THE ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR DESIRABLE TO
MORE FULLY VEST IN THE ADMINISTRATIVE AGENT THE RIGHTS AND REMEDIES PROVIDED FOR
HEREIN AND TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT.
THE FOREGOING POWERS
OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST.
UPON THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE ADMINISTRATIVE AGENT MAY
PERFORM OR CAUSE PERFORMANCE OF ANY SUCH AGREEMENT, AND ANY REASONABLE EXPENSES
OF THE ADMINISTRATIVE AGENT INCURRED IN CONNECTION THEREWITH SHALL BE PAID BY
THE BORROWER AS PROVIDED IN SECTION 7.1(23).
(III)
THE BORROWER HEREBY EXPRESSLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, PRESENTMENT, DEMAND, PROTEST OR ANY NOTICE OF
ANY KIND (EXCEPT AS EXPRESSLY REQUIRED UNDER THE LOAN DOCUMENTS) IN CONNECTION
WITH THIS AGREEMENT OR THE ACCOUNT COLLATERAL.
THE BORROWER ACKNOWLEDGES AND
AGREES THAT TEN (10) BUSINESS DAYS' PRIOR WRITTEN NOTICE OF THE TIME AND PLACE
OF ANY PUBLIC SALE OF THE ACCOUNT COLLATERAL OR ANY OTHER INTENDED DISPOSITION
THEREOF SHALL BE REASONABLE AND SUFFICIENT NOTICE TO THE BORROWER