OF THIS AGREEMENT.
LENDER SHALL BE
ENTITLED TO A SERVICING FEE IN THE AMOUNT OF .25% PER ANNUM MULTIPLIED BY THE
AVERAGE DAILY BALANCE ON DEPOSIT IN THE REPLACEMENT RESERVE FUND AND THE
ROLLOVER RESERVE FUND (BUT IN NO EVENT SHALL LENDER BE ENTITLED TO A SERVICING
FEE IN AN AMOUNT GREATER THAN THE AMOUNT OF INTEREST EARNED THEREON), AND LENDER
IS HEREBY AUTHORIZED TO DEDUCT SUCH SERVICING FEE FROM THE REPLACEMENT RESERVE
FUND AND THE ROLLOVER RESERVE FUND ON A MONTHLY BASIS.
ALL INTEREST OR OTHER
INCOME IN CONNECTION WITH THE DEPOSIT OR PLACEMENT OF THE REPLACEMENT RESERVE
FUND AND THE ROLLOVER RESERVE FUND, LESS THE SERVICING FEE, SHALL BE REPORTED
UNDER BORROWER'S TAX IDENTIFICATION NUMBER, AND SHALL ONLY BE DISBURSED AS SET
FORTH IN THIS AGREEMENT.
ALL INTEREST ON ANY RESERVE FUND OTHER THAN THE
REPLACEMENT RESERVE FUND OR ROLLOVER RESERVE FUND SHALL NOT BE ADDED TO OR
BECOME A PART THEREOF AND SHALL BE THE SOLE PROPERTY OF AND SHALL BE PAID TO
LENDER.
BORROWER
74
SHALL BE RESPONSIBLE FOR PAYMENT OF ANY FEDERAL, STATE OR LOCAL INCOME OR OTHER
TAX APPLICABLE TO THE INTEREST EARNED ON THE RESERVE FUNDS CREDITED OR PAID TO
BORROWER.
BORROWER SHALL NOT, WITHOUT OBTAINING THE PRIOR WRITTEN CONSENT OF
LENDER, FURTHER PLEDGE, ASSIGN OR GRANT ANY SECURITY INTEREST IN ANY RESERVE
FUND 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.
LENDER SHALL NOT BE LIABLE FOR ANY LOSS SUSTAINED ON THE INVESTMENT OF
ANY FUNDS CONSTITUTING THE RESERVE FUNDS.
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 PERFORMANCE OF THE OBLIGATIONS FOR WHICH
THE RESERVE FUNDS WERE ESTABLISHED.
BORROWER SHALL ASSIGN TO LENDER ALL RIGHTS
AND CLAIMS BORROWER MAY HAVE AGAINST ALL PERSONS OR ENTITIES SUPPLYING LABOR,
MATERIALS OR OTHER SERVICES WHICH ARE TO BE PAID FROM OR SECURED BY THE RESERVE
FUNDS; PROVIDED, HOWEVER, THAT LENDER MAY NOT PURSUE ANY SUCH RIGHT OR CLAIM
UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND REMAINS UNCURED.
SECTION 7.8
LETTER OF CREDIT RIGHTS.
ANY LETTER OF CREDIT DELIVERED
TO LENDER PURSUANT TO THIS AGREEMENT SHALL BE HELD BY LENDER AS ADDITIONAL
SECURITY FOR THE LOAN.
LENDER SHALL HAVE THE RIGHT TO DRAW UPON ANY LETTER OF
CREDIT IMMEDIATELY AND WITHOUT FURTHER NOTICE:
(A)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT;
(B)
IF BORROWER FAILS TO DELIVER TO LENDER, NO LESS THAN THIRTY (30)
DAYS PRIOR TO THE EXPIRATION OF ANY LETTER OF CREDIT (INCLUDING ANY RENEWAL OR
EXTENSION THEREOF), A RENEWAL OR EXTENSION OF SUCH LETTER OF CREDIT OR A
REPLACEMENT LETTER OF CREDIT; OR
(C)
IF THE INSTITUTION