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Section 2.7. Calculation of Interest Payments and Deposits to Real Estate Related Reserve
<br />Funds. The Borrower acknowledges as follows: (a) calculation of all interest payments shall be made by
<br />the Funding Lender; (b) deposits with respect to the Taxes and Other Charges shall be calculated by the
<br />Servicer or if there is no Servicer, the Funding Lender in accordance with the Security Instrument; and (c}
<br />deposits with respect to any replacement reserve funds required by the Funding Lender shall be calculated
<br />by the Servicer in accordance with the Replacement Reserve Agreement. In the event and to the extent
<br />that the Servicer or the Funding Lender, pursuant to the terms hereof, shall determine at any time that
<br />there exists a deficiency in amounts previously owed but not paid with respect to deposits to such
<br />replacement reserve fund, such deficiency shall be immediately due and payable hereunder by the
<br />Borrower following Written Notice to the Borrower.
<br />Section 2.8. Grant of Security Interest; Application of Funds. To the extent not inconsistent
<br />with the Security Instrument and as security for payment of the Borrower Payment Obligations and the
<br />performance by the Borrower of all other terms, conditions and provisions of the Borrower Loan
<br />Documents, the Borrower hereby pledges and assigns to the Fiscal Agent and the Funding Lender, and
<br />grants to the Fiscal Agent and the Funding Lender, a security interest in, all the Borrower's right, title and
<br />interest in and to all Rents and all payments to or moneys held in the funds and accounts created and held
<br />by the Fiscal Agent, the Funding Lender or the Servicer for the Project. The Borrower also grants to the
<br />Funding Lender a continuing security interest in all Rents in its possession prior to the payment of Rents
<br />or any portion thereof to the Funding Lender or the Servicer (to the extent that the Borrower is required to
<br />pay such Rents to the Fiscal Agent, the Funding Lender or the Servicer) except for Permitted
<br />Encumbrances. The Borrower shall not, without obtaining the prior Written Consent of the Funding
<br />Lender, further pledge, assign or grant any security interest in the Rents, or permit any Lien to attach
<br />thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming the
<br />Funding Lender as the secured party, to be filed with respect thereto. This Borrower Loan Agreement is,
<br />among other things, intended by the parties to be a security agreement for purposes of the UCC. Upon
<br />the occurrence and during the continuance of an Event of Default hereunder, the Fiscal Agent, the
<br />Funding Lender and the Servicer shall apply or cause to be applied any sums held by the Fiscal Agent, the
<br />Funding Lender and the Servicer with respect to the Project in any manner and in any order determined
<br />by Funding Lender, in Funding Lender's sole and absolute discretion,
<br />Section 2.9. Marshalling; Payments Set Aside. The Governmental Lender, the Fiscal Agent
<br />and the Funding Lender shall be under no obligation to marshal any assets in favor of the Borrower or any
<br />other Person or against or in payment of any or all of the proceeds. To the extent that the Borrower
<br />makes a payment or payments or transfers any assets to the Governmental Lender, the Fiscal Agent or the
<br />Funding Lender, or the Governmental Lender, the Fiscal Agent or the Funding Lender enforces its liens,
<br />and such payment or payments or transfers, or the proceeds of such enforcement or any part thereof are
<br />subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a
<br />trustee, receiver or any other party in connection with any insolvency proceeding, or otherwise, then: (i)
<br />any and all obligations owed to the Governmental Lender, the Fiscal Agent or the Funding Lender and
<br />any and all remedies available to the Governmental Lender, the Fiscal Agent or the Funding Lender under
<br />the terms of the Borrower Loan Documents and the Funding Loan Documents or in law or equity against
<br />the Borrower, Guarantor or General Partner and/or any of their properties shall be automatically revived
<br />and reinstated to the extent {and only to the extent) of any recovery permitted under clause {ii) below; and
<br />(ii) the Goverrunental Lender, the Fiscal Agent and the Funding Lender shall be entitled to recover (and
<br />shall be entitled to file a proof of claim to obtain such recovery in any applicable bankruptcy, insolvency,
<br />receivership or fraudulent conveyance or fraudulent transfer proceeding) either: (x) the amount of
<br />payments or the value of the transfer or (y) if the transfer has been undone and the assets returned in
<br />whole or in part, the value of the consideration paid to or received by the Borrower for the initial asset
<br />transfer, plus in each case any deferred interest from. the date of the disgorgement to the date of
<br />distribution to the Governmental Lender or the Fiscal Agent in any bankruptcy, insolvency, receivership
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