AND THE
INTERSTATE MANAGED PROPERTIES) AND MAY BE COMMINGLED WITH OTHER MONIES HELD BY
LENDER.
NOTWITHSTANDING ANYTHING ELSE HEREIN TO THE CONTRARY, LENDER MAY
COMMINGLE IN ONE OR MORE ELIGIBLE ACCOUNTS ANY AND ALL FUNDS CONTROLLED BY
LENDER, INCLUDING, WITHOUT LIMITATION, FUNDS PLEDGED IN FAVOR OF LENDER BY OTHER
BORROWERS, WHETHER FOR THE SAME PURPOSES AS THE RESERVE ACCOUNTS OR OTHERWISE.
WITHOUT LIMITING ANY OTHER PROVISIONS OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, THE RESERVE ACCOUNTS MAY BE ESTABLISHED AND HELD IN SUCH NAME OR NAMES
AS LENDER OR ITS LOAN SERVICER, AS AGENT FOR LENDER, SHALL DEEM APPROPRIATE,
INCLUDING, WITHOUT LIMITATION, IN THE NAME OF LENDER OR SUCH LOAN SERVICER, AS
AGENT FOR LENDER.
IN THE CASE OF ANY RESERVE ACCOUNT WHICH IS HELD IN A
COMMINGLED ACCOUNT, LENDER OR ITS LOAN SERVICER, AS APPLICABLE, SHALL MAINTAIN
RECORDS SUFFICIENT TO ENABLE IT TO DETERMINE AT ALL TIMES WHICH PORTION OF SUCH
ACCOUNT IS RELATED TO THE LOAN.
THE RESERVE ACCOUNTS ARE SOLELY FOR THE
PROTECTION OF LENDER.
WITH RESPECT TO THE RESERVE ACCOUNTS, LENDER SHALL HAVE
NO RESPONSIBILITY BEYOND THE ALLOWANCE OF DUE CREDIT FOR THE SUMS ACTUALLY
RECEIVED BY LENDER OR BEYOND THE REIMBURSEMENT OR PAYMENT OF THE COSTS AND
EXPENSES FOR WHICH SUCH ACCOUNTS WERE ESTABLISHED IN ACCORDANCE WITH THEIR
TERMS.
UPON ASSIGNMENT OF THE LOAN BY LENDER, ANY RESERVE FUNDS SHALL BE TURNED
OVER TO THE ASSIGNEE AND ANY RESPONSIBILITY OF LENDER AS ASSIGNOR SHALL
TERMINATE.
THE REQUIREMENTS OF THIS AGREEMENT CONCERNING RESERVE ACCOUNTS IN NO
WAY SUPERSEDE, LIMIT OR WAIVE ANY OTHER RIGHTS OR OBLIGATIONS OF THE PARTIES
UNDER ANY OF THE LOAN DOCUMENTS OR UNDER APPLICABLE LAW.
(I)
BORROWER SHALL NOT, WITHOUT OBTAINING
THE PRIOR WRITTEN CONSENT OF LENDER, FURTHER PLEDGE, ASSIGN OR GRANT ANY
SECURITY INTEREST IN THE RESERVE ACCOUNTS OR THE RESERVE FUNDS DEPOSITED THEREIN
OR PERMIT ANY LIEN TO ATTACH THERETO, EXCEPT FOR THE SECURITY INTEREST GRANTED
IN THIS SECTION 9.9, OR ANY LEVY TO BE MADE THEREON, OR ANY UCC FINANCING
STATEMENTS, EXCEPT THOSE NAMING LENDER AS THE SECURED PARTY, TO BE FILED WITH
RESPECT THERETO.
(J)
BORROWER WILL MAINTAIN THE SECURITY
INTEREST CREATED BY THIS SECTION 9.9 AS A FIRST PRIORITY PERFECTED SECURITY
INTEREST AND WILL DEFEND THE RIGHT, TITLE AND INTEREST OF LENDER IN AND TO THE
RESERVE ACCOUNTS AND THE RESERVE FUNDS AGAINST THE CLAIMS AND DEMANDS OF ALL
PERSONS WHOMSOEVER.
AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST
OF LENDER, AND AT THE SOLE EXPENSE OF BORROWER, BORROWER WILL PROMPTLY AND DULY
EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND WILL TAKE SUCH
FURTHER ACTIONS AS LENDER REASONABLY MAY REQUEST
103
FOR THE PURPOSE OF OBTAINING OR PRESERVING THE FULL BENEFITS OF THIS AGREEMENT
AND OF THE RIGHTS AND POWERS HEREIN GRANTED.
Section 9.10.
GROUND RENT RESERVE FUNDS.
Borrower shall establish on the date hereof an Eligible Account with Lender or
Lender's agent sufficient to discharge Borrower's obligations for the payment of
Rent under each Ground Lease (the "Ground