PURSUANT
TO THIS AGREEMENT), PROVIDED THAT ADMINISTRATIVE AGENT SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO PROVIDE IN SUCH FORCED PLACED INSURANCE THAT THE
APPLICABLE INSURANCE POLICIES WILL BE TERMINABLE AND THE PREMIUMS THEREUNDER
REFUNDABLE FOR ANY PERIOD OF TIME IN WHICH SUCH POLICIES ARE NOT IN EFFECT, AND
ALL ACTUAL EXPENSES INCURRED BY ADMINISTRATIVE AGENT IN CONNECTION WITH SUCH
ACTION OR IN OBTAINING SUCH INSURANCE AND KEEPING IT IN EFFECT SHALL BE PAID BY
BORROWER TO ADMINISTRATIVE AGENT WITHIN TEN (10) BUSINESS DAYS AFTER DEMAND
THEREFOR, AND UNTIL PAID SHALL BE SECURED BY THE MORTGAGE AND SHALL BEAR
INTEREST AT THE DEFAULT RATE.
(7)
IN THE EVENT OF A FORECLOSURE OF THE MORTGAGE, OR OTHER
TRANSFER OF TITLE TO THE PROJECT IN EXTINGUISHMENT IN WHOLE OR IN PART OF THE
LOANS, ALL RIGHT, TITLE AND INTEREST OF BORROWER IN AND TO THE POLICIES THEN IN
FORCE (OTHER THAN ANY SUCH POLICIES EVIDENCED BY BLANKET INSURANCE POLICIES
COVERING THE PROJECT AND OTHER PROPERTIES OR ASSETS OF BORROWER OR ITS
AFFILIATES) AND ALL PROCEEDS PAYABLE THEREUNDER SHALL THEREUPON VEST IN THE
PURCHASER AT SUCH FORECLOSURE OR ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE
LENDERS OR OTHER TRANSFEREE IN THE EVENT OF SUCH OTHER TRANSFER OF TITLE.
(8)
DURING ANY CASH MANAGEMENT PERIOD, SUBJECT TO SECTION 3.1(9),
BORROWER SHALL BE REQUIRED TO DEPOSIT WITH ADMINISTRATIVE AGENT ON EACH PAYMENT
DATE ONE-TWELFTH OF THE AMOUNT SUFFICIENT TO DISCHARGE THE OBLIGATIONS UNDER
THIS SECTION 3.1 (CONSIDERED ON AN ANNUAL BASIS) WHEN THEY BECOME DUE (THE
"MONTHLY INSURANCE PREMIUM DEPOSIT").
THE DETERMINATION OF THE AMOUNT SO
PAYABLE AND OF THE FRACTIONAL PART THEREOF TO BE DEPOSITED WITH ADMINISTRATIVE
AGENT WITH EACH INSTALLMENT, SO THAT THE AGGREGATE OF SUCH DEPOSIT SHALL BE
SUFFICIENT FOR THIS PURPOSE, SHALL BE MADE BY ADMINISTRATIVE AGENT IN ITS
REASONABLE DISCRETION. SUCH AMOUNTS SHALL BE HELD BY ADMINISTRATIVE AGENT AND
APPLIED TO THE PAYMENT OF THE OBLIGATIONS IN RESPECT TO WHICH SUCH AMOUNTS WERE
DEPOSITED ON OR BEFORE THE RESPECTIVE DATES ON WHICH THE SAME OR ANY OF THEM
WOULD BECOME DELINQUENT OR, DURING THE EXISTENCE OF AN EVENT OF DEFAULT, AT THE
OPTION OF ADMINISTRATIVE AGENT AND SUBJECT TO APPLICABLE LAW, TO THE PAYMENT OF
THE INDEBTEDNESS IN THE ORDER AND AMOUNTS PROVIDED FOR IN SECTION 11.4.
IF ONE
MONTH PRIOR TO THE DUE DATE OF ANY OF THE AFOREMENTIONED OBLIGATIONS THE AMOUNTS
THEN ON DEPOSIT THEREFOR SHALL BE INSUFFICIENT FOR THE PAYMENT OF SUCH
OBLIGATIONS IN FULL, BORROWER SHALL WITHIN TEN (10) BUSINESS
49
DAYS AFTER DEMAND THEREFOR DEPOSIT THE AMOUNT OF THE DEFICIENCY WITH
ADMINISTRATIVE AGENT.
NOTHING HEREIN CONTAINED SHALL BE DEEMED TO AFFECT ANY
RIGHT OR REMEDY OF ADMINISTRATIVE AGENT AND THE LENDERS UNDER THIS AGREEMENT OR
ANY STATUTE OR RULE OF LAW TO PAY ANY SUCH AMOUNT AND TO ADD TO THE INDEBTEDNESS
THE AMOUNT SO PAID TOGETHER WITH INTEREST AT THE DEFAULT RATE.
(9)
NOTWITHSTANDING THE PROVISIONS OF SECTION 3.1(8), BORROWER
SHALL NOT BE REQUIRED TO DEPOSIT FUNDS WITH ADMINISTRATIVE AGENT PURSUANT TO
SECTION 3.1(8) (X)