BE MADE THEREON, OR ANY UCC FINANCING
STATEMENTS, EXCEPT THOSE NAMING LENDER AS THE SECURED PARTY, TO BE FILED WITH
RESPECT THERETO. THIS AGREEMENT IS, AMONG OTHER THINGS, INTENDED BY THE PARTIES
TO BE A SECURITY AGREEMENT FOR PURPOSES OF THE UCC. UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, LENDER MAY APPLY ANY SUMS IN ANY
CASH MANAGEMENT ACCOUNT IN ANY ORDER AND IN ANY MANNER AS LENDER SHALL ELECT IN
LENDER'S DISCRETION WITHOUT SEEKING THE APPOINTMENT OF A RECEIVER AND WITHOUT
ADVERSELY AFFECTING THE RIGHTS OF LENDER TO FORECLOSE THE LIEN OF THE SECURITY
INSTRUMENT OR EXERCISE ITS OTHER RIGHTS UNDER THE LOAN DOCUMENTS, PROVIDED THAT
LENDER WILL NOT APPLY ANY SUCH SUMS TO PREPAYMENT OF PRINCIPAL UNLESS IT HAS
ACCELERATED THE LOAN. CASH MANAGEMENT ACCOUNTS SHALL NOT CONSTITUTE TRUST FUNDS
AND MAY BE COMMINGLED WITH OTHER MONIES HELD BY LENDER. ALL INTEREST WHICH
ACCRUES ON THE FUNDS IN ANY CASH MANAGEMENT ACCOUNT (OTHER THAN THE TAX AND
INSURANCE SUBACCOUNT) SHALL ACCRUE FOR THE BENEFIT OF BORROWER AND SHALL BE
TAXABLE TO BORROWER AND SHALL BE ADDED TO AND DISBURSED IN THE SAME MANNER AND
UNDER THE SAME CONDITIONS AS THE PRINCIPAL SUM ON WHICH SAID INTEREST ACCRUED.
UPON REPAYMENT IN FULL OF THE DEBT, ALL REMAINING FUNDS IN THE SUBACCOUNTS, IF
ANY, SHALL BE PROMPTLY DISBURSED TO BORROWER.
3.11
PROPERTY CASH FLOW ALLOCATION.
(A)
ALL RENTS DEPOSITED INTO THE DEPOSIT ACCOUNT DURING THE
IMMEDIATELY PRECEDING INTEREST PERIOD SHALL BE APPLIED ON EACH PAYMENT DATE AS
FOLLOWS IN THE FOLLOWING ORDER OF PRIORITY:
(I)
FIRST, TO MAKE PAYMENTS INTO THE TAX AND INSURANCE SUBACCOUNT IF
AND AS REQUIRED (AND ONLY IF AND AS REQUIRED) UNDER SECTION 3.3 HEREOF;
(II)
SECOND, TO PAY THE MONTHLY PORTION OF THE FEES CHARGED BY THE
DEPOSIT BANK IN ACCORDANCE WITH THE DEPOSIT ACCOUNT AGREEMENT;
(III)
THIRD, TO LENDER TO PAY THE MONTHLY DEBT SERVICE PAYMENT AMOUNT
OR THE MONTHLY INTEREST PAYMENT AMOUNT, AS THE CASE MAY BE, DUE ON SUCH PAYMENT
DATE (PLUS, IF APPLICABLE, INTEREST AT THE DEFAULT RATE AND ALL OTHER AMOUNTS,
OTHER THAN THOSE DESCRIBED UNDER OTHER CLAUSES OF THIS SECTION 3.11(A), THEN DUE
TO LENDER UNDER THE LOAN DOCUMENTS);
(IV)
FOURTH, TO MAKE PAYMENTS INTO THE CAPITAL RESERVE SUBACCOUNT IF
AND AS REQUIRED (AND ONLY IF AND AS REQUIRED) UNDER SECTION 3.4 HEREOF;
(V)
FIFTH, DURING THE CONTINUANCE OF A CASH TRAP PERIOD, TO MAKE
PAYMENTS FOR APPROVED OPERATING EXPENSES AS REQUIRED UNDER SECTION 3.6 HEREOF;
26
(VI)
SIXTH, DURING THE CONTINUANCE OF A CASH TRAP PERIOD, TO MAKE
PAYMENTS IN AN AMOUNT EQUAL TO ALL REMAINING AVAILABLE CASH ON SUCH PAYMENT DATE
INTO THE CASH COLLATERAL SUBACCOUNT IN ACCORDANCE WITH SECTION 3.9 HEREOF; AND
(VII)
LASTLY, PROVIDED THAT NO CASH TRAP PERIOD IS THEN CONTINUING,
PAYMENTS TO BORROWER OF ANY REMAINING AMOUNTS.
Notwithstanding the foregoing, except during the continuance of a Cash Trap
Period, provided that in any given Interest Period, all amounts referred to in
the foregoing clauses (i) - (iv)