(F)
BORROWER SHALL NOT FURTHER PLEDGE, ASSIGN
OR GRANT ANY SECURITY INTEREST IN THE LOCKBOX ACCOUNT OR THE MONIES DEPOSITED
THEREIN OR PERMIT ANY LIEN OR ENCUMBRANCE TO ATTACH THERETO, OR ANY LEVY TO BE
MADE THEREON, OR ANY UCC-1 FINANCING STATEMENTS, EXCEPT THOSE NAMING LENDER AS
THE SECURED PARTY, TO BE FILED WITH RESPECT THERETO, AND EXCEPT FOR THE RIGHTS
OF THE LOCKBOX BANK UNDER THE LOCKBOX AGREEMENT.
(G)
BORROWER SHALL INDEMNIFY LENDER AND HOLD
LENDER HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, SUITS, CLAIMS, DEMANDS,
LIABILITIES, LOSSES, DAMAGES, OBLIGATIONS AND COSTS AND EXPENSES (INCLUDING
LITIGATION COSTS AND REASONABLE ATTORNEYS FEES AND EXPENSES) ARISING FROM OR IN
ANY WAY CONNECTED WITH THE LOCKBOX ACCOUNT AND/OR THE LOCKBOX AGREEMENT (UNLESS
ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER) OR THE
PERFORMANCE OF THE OBLIGATIONS FOR WHICH THE LOCKBOX ACCOUNT WAS ESTABLISHED.
2.7.2
CASH MANAGEMENT ACCOUNT.
(A)
PURSUANT TO THE CASH MANAGEMENT AGREEMENT,
LENDER HAS ESTABLISHED AN ACCOUNT (THE "CASH MANAGEMENT ACCOUNT") WITH A
FINANCIAL INSTITUTION CHOSEN BY LENDER IN ITS DISCRETION, WHICH CASH MANAGEMENT
ACCOUNT SHALL BE UNDER THE SOLE DOMINION AND CONTROL OF LENDER.
BORROWER HEREBY
GRANTS TO LENDER A FIRST PRIORITY SECURITY INTEREST IN THE CASH MANAGEMENT
ACCOUNT AND ALL DEPOSITS AT ANY TIME CONTAINED THEREIN AND THE PROCEEDS THEREOF
AND WILL TAKE ALL ACTIONS NECESSARY TO MAINTAIN IN FAVOR OF LENDER A PERFECTED
FIRST PRIORITY SECURITY INTEREST IN THE CASH MANAGEMENT ACCOUNT, INCLUDING,
WITHOUT LIMITATION, EXECUTING AND FILING UCC-1 FINANCING STATEMENTS AND
CONTINUATIONS THEREOF.
LENDER AND SERVICER SHALL HAVE THE SOLE RIGHT TO MAKE
WITHDRAWALS FROM THE CASH MANAGEMENT ACCOUNT AND ALL COSTS AND EXPENSES FOR
ESTABLISHING AND MAINTAINING THE CASH MANAGEMENT ACCOUNT SHALL BE PAID BY
BORROWER.
30
(B)
THE INSUFFICIENCY OF FUNDS ON DEPOSIT IN THE
CASH MANAGEMENT ACCOUNT SHALL NOT RELIEVE BORROWER FROM THE OBLIGATION TO MAKE
ANY PAYMENTS, AS AND WHEN DUE PURSUANT TO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, AND SUCH OBLIGATIONS SHALL BE SEPARATE AND INDEPENDENT, AND NOT
CONDITIONED ON ANY EVENT OR CIRCUMSTANCE WHATSOEVER.
(C)
ALL FUNDS ON DEPOSIT IN THE CASH MANAGEMENT
ACCOUNT FOLLOWING THE OCCURRENCE OF AN EVENT OF DEFAULT MAY BE APPLIED BY LENDER
IN SUCH ORDER AND PRIORITY AS LENDER SHALL DETERMINE.
(D)
BORROWER HEREBY AGREES THAT LENDER MAY
MODIFY THE CASH MANAGEMENT AGREEMENT FOR THE PURPOSE OF ESTABLISHING ADDITIONAL
SUB-ACCOUNTS IN CONNECTION WITH ANY PAYMENTS OTHERWISE REQUIRED UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND LENDER SHALL PROVIDE NOTICE THEREOF
TO BORROWER.
2.7.3
PAYMENTS RECEIVED UNDER THE CASH MANAGEMENT
AGREEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS, AND PROVIDED NO EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING, BORROWER'S OBLIGATIONS WITH RESPECT TO THE PAYMENT OF THE MONTHLY
DEBT SERVICE PAYMENT AMOUNT AND AMOUNTS REQUIRED TO BE DEPOSITED INTO THE
RESERVE FUNDS, IF ANY, SHALL BE DEEMED SATISFIED TO THE EXTENT SUFFICIENT
AMOUNTS ARE DEPOSITED IN THE CASH MANAGEMENT ACCOUNT TO SATISFY SUCH OBLIGATIONS
PURSUANT TO THE CASH MANAGEMENT AGREEMENT ON THE