Common use of Security Deposits Clause in Contracts

Security Deposits. Borrower shall keep and hold all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).

Security Deposits. Borrower shall keep and hold all security deposits actually paid to Borrower under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of creditcredit received after the date hereof, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of DefaultDefault which is continuing, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain Lease or may be applied as Rent pursuant to the rights of Borrower under the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereofLease. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount required by the applicable Lease unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).

Security Deposits. Borrower shall keep and hold all All security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control made by any of the tenants of the Property now held by Seller, including without limitation the security deposits as shown on Exhibit B-1, or received by Seller prior to Closing, will be turned over or credited to Purchaser at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and Closing. If Seller is holding any Security Deposits in the case form of a letter letters of credit, assigned Purchaser will not receive a credit for such Security Deposits. Purchaser will indemnify and hold Seller harmless and free from any liability with full power of attorney and executed sight drafts respect to Lender) so that the security deposits shall not be commingled with turned over or credited to Purchaser and such hold harmless will include any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms form of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security depositswhich are transferred to Purchaser. Seller shall reasonably cooperate with Purchaser to cause Security deposits held Deposits that are in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms form of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument to be transferred or re-issued to Purchaser, and, until such transfer or re-issuance, Seller shall, as Purchaser’s agent and at its request, draw on any letter of credit in accordance with the applicable Lease and deliver the proceeds to Purchaser. In the event Purchaser makes such a request, and Seller effects a draw on the letter of credit and delivers the applicable proceeds to Purchaser, Purchaser agrees to indemnify, defend, and hold Seller harmless from any claims arising therefrom, including any assertion by a tenant that Borrower receives such draw was wrongful or a breach of the applicable lease, which indemnification shall be inclusive of reasonable attorney’s fees. Any out-of-pocket expense incurred by Seller in lieu such cooperation shall be promptly reimbursed by Purchaser (including the costs and expenses resulting from the transfer of the security deposits that are in the form of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced letter of credit). The indemnity provided by a cash deposit as hereinabove described and (ii) if permitted Purchaser to Seller pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)this Section 11.4 shall survive the Closing and the delivery of the Deed.

Security Deposits. Borrower shall keep and hold all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in In the case of letters of credit or other non-cash collateral given by tenants or others as security for the performance of the obligations of tenants under any Leases, Borrower shall deliver such letters of credit or other collateral to Lender and at Lender’s request execute such endorsements, instruments and documents and take such actions as are necessary to create a perfected security interest in favor of Lender in such letters of credit and other collateral and the proceeds thereof, as determined by Lender, including without limitation, if Lender requires, causing the Lender or its designee to become the beneficiary under such letters of credit; provided, that so long as no Event of Default exists and Borrower delivers such letters of credit or other collateral to Lender to hold under this Agreement, Lender may elect not to require Borrower to cause the Lender to be named as the beneficiary under such letters of credit or take other of the foregoing actions, in which event if an Event of Default occurs, Borrower shall take all actions as are necessary in order to transfer or re-issue any such letter of creditcredit to Lender or its designee as beneficiary and take such other actions as Lender may reasonably require with respect thereto, assigned with full power of attorney and executed sight drafts to Borrower hereby constitutes and appoints Lender) so that , during the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence continuance of an Event of Default, its true and lawful attorney-in-fact with full power of substitution to take in the name of Borrower shallany and all actions necessary to take such actions, upon Lender’s request, if permitted by applicable Legal Requirements, turn over including causing such letters of credits to be transferred or re-issued to Lender the security deposits (and any interest theretofore earned thereon) under Leases, as beneficiary. Such power of attorney shall be deemed to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leasespower coupled with an interest and cannot be revoked. After the occurrence of So long as an Event of Default, Default has not occurred and is not continuing (or if an Event of Default has occurred and is continuing but Borrower shall also deliver is required to Lender (for deposit into return the Security Deposit Subaccount) all amounts drawn under in accordance with applicable Lease or Lender elects to return the Security Deposit in accordance with such Lease), Lender shall promptly authorize disbursement of any letters of credit held by Borrower in lieu of cash security deposits. Security deposits Deposits then held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required Account in order to be returned satisfy Borrower’s obligations to a tenant pursuant return the same to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted tenants entitled to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender them under and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions Leases. In the event of Section 3.5 hereof. Any a Lease default or other occurrence whereby Borrower, as landlord, shall become entitled to retain any Security Deposits or apply the same to amounts owed under the applicable Lease, any such Security Deposits, together with any other recoveries from such defaulted tenants in connection with such default, whether by draw upon any letter of credit or other instrument that Borrower receives in lieu security for such tenant’s obligations, exercise of a cash security deposit remedies or settlement of claims, shall be transferred to the Leasing Costs/TI Costs Account as additional deposits therein (without limiting the Borrower’s requirement to make monthly deposits into such account) for purposes of disbursement for TI Costs and Leasing Commissions for reletting of space at the Mortgaged Property. Any termination payments paid by tenants under any Lease entered Leases in connection with any early or scheduled termination of such Leases shall also be deposited as additional deposits into after the date hereof shall Leasing Costs/TI Costs Account (iwithout limiting the Borrower’s requirement to make monthly deposits into such account) be maintained in full force for purposes of disbursement for TI Costs and effect in Leasing Commissions for reletting of space at the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)Mortgaged Property.

Security Deposits. Borrower shall keep and hold all security deposits actually paid to Borrower under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s 's control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of creditcredit received after the date hereof, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “"Security Deposit Account”"). After the occurrence of an Event of DefaultDefault which is continuing, Borrower shall, upon Lender’s 's request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “"Security Deposit Subaccount”") subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain Lease or may be applied as Rent pursuant to the rights of Borrower under the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereofLease. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount required by the applicable Lease unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s 's option, be fully assignable to Lender).

Security Deposits. Borrower shall keep and hold all All security deposits under Leases made by any of the tenants of the Property now held by Seller, as shown on Exhibit B-1, or hereafter received by Seller prior to Closing, will be turned over or credited to Purchaser at Closing, less any portions thereof that have been applied in accordance with the applicable Legal Requirements and at Lease. If Seller is holding any Security Deposits in the form of letters of credit, Purchaser will not receive a separately designated account under Borrower’s control credit for such Security Deposits, but Seller must deliver to Purchaser, at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in Closing, the case original of a any such letter of credit, assigned together with full power of attorney all transfer forms (executed, acknowledged and executed sight drafts authenticated by Seller, as appropriate) and transfer fees required by the issuer thereof in order for Purchaser to Lender) so that have same transferred to Purchaser immediately following the Closing. Purchaser will indemnify and hold Seller harmless and free from any liability with respect to security deposits shall not be commingled with turned over or credited to Purchaser and such hold harmless will include any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms form of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held which are transferred or re-issued in the name of Purchaser. Seller shall reasonably cooperate with Purchaser to cause Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request Deposits that such security deposit is required to be returned to a tenant pursuant to are in the terms form of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) to be maintained in full force and effect transferred to re-issued in the full amount unless replaced name of Purchaser, and, until such transfer or re-issuance, Seller shall, as Purchaser’s agent and only at Purchaser’s direction, draw on any letter of credit in accordance with the applicable Lease and deliver the proceeds to Purchaser. In the event Purchaser makes such a direction, and Seller effects a draw on the letter of credit and delivers the applicable proceeds to Purchaser, Purchaser agrees to indemnify, defend, and hold Seller harmless from any claims arising therefrom, including any assertion by a cash deposit as hereinabove described tenant that such draw was wrongful or a breach of the applicable Lease, which indemnification shall be inclusive of reasonable attorney’s fees, expenses and (ii) if permitted pursuant to disbursements. The provisions of this Section 11.5 shall survive Closing and the delivery of the Deed and shall not be deemed merged into the Deed or any Legal Requirements, name Lender as payee or mortgagee thereunder (or instrument of conveyance delivered at Lender’s option, be fully assignable to Lender)Closing.

Security Deposits. Borrower shall keep and hold all If the Order Information section of this Agreement ----------------- indicates that security deposits under Leases are required, each required security deposit will be either in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank cash (paid by check or in another Eligible Account at via wire transfer) on an Eligible Institution) (and in the case of a irrevocable stand-by letter of creditcredit in a form and from a financial institution reasonably acceptable to CWI. The "Initial Security Deposit" amount will be provided prior to the initiation of service. Thereafter, assigned with full power of attorney and executed sight drafts if requested in writing by CWI, the Carrier will add additional amounts to Lender) so the Initial Security Deposit such that the total amount of security deposits shall not be commingled with deposit being held by CWI at all times is at least equal to the "Continuing Security Deposit". The Carrier will provide any other funds of Borrower such required additional amounts within five (such account5) business days after receiving CWI's written request. CWI will refund or release, the “Security Deposit Account”). After the occurrence of an Event of Defaultas applicable, Borrower shall, upon Lender’s requestany security deposit it is holding (plus, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to form of cash, accrued interest at the applicable provisions rate set by regulation of any Lease the state in which has expired CWI invoices the Carrier, or has been terminatedif no such rate is set by regulation, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash CWI's then-prevailing interest rate for security deposit under any Lease entered into after refunds) if the date hereof shall following conditions are met by the Carrier: (i) be maintained for the entire "Deposit Release Period", the Carrier pays CWI in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described when each payment is due; and (ii) if permitted pursuant CWI determines that the Carrier's Quarterly Reports covering the Deposit Release Period indicate that the Carrier's financial condition has had no materially adverse change as compared to the equivalent period of time immediately prior to the start of the Deposit Release Period. If CWI does not refund or release the security deposit during the Term as set forth above, the security deposit will be refunded or released, as applicable, at the end of the Term. If, at any Legal Requirementstime during the term of the Agreement, name Lender CWI determines that there has been a materially adverse change in the Carrier's financial condition as payee compared with the equivalent period of time immediately prior to the Effective Date, CWI may require Carrier to provide a security deposit or mortgagee thereunder an additional security deposit in an amount to be determined by CWI. The Carrier shall provide any such required amounts within five (or at Lender’s option, be fully assignable to Lender)5) business days after receiving CWI's written request therefor.

Security Deposits. Borrower shall keep and hold all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s 's control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”"SECURITY DEPOSIT ACCOUNT"). After Upon the occurrence and during the continuance of an Event of Default, Borrower shall, upon Lender’s 's request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”"SECURITY DEPOSIT SUBACCOUNT") subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain Lease or may be applied as Rent pursuant to the rights of Borrower under the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereofLease. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s 's option, be fully assignable to Lender).

Security Deposits. Each Borrower shall keep and hold all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under such Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of such Borrower (such accountunless not prohibited by Law. During a Cash Management Period, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower Borrowers shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower Borrowers together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain Lease or may be applied as Rent pursuant to the rights of Borrower under the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereofLease. Any letter of credit or other instrument that any Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described or no longer required pursuant to the terms of the applicable Lease and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).

Security Deposits. (a) At all times, Borrower shall keep and hold all maintain one or more (if more than one, only the minimum number required by Legal Requirements) Eligible Accounts for the safe keeping of security deposits under Leases in accordance with applicable Legal Requirements (each and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such accountcollectively, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by ) in compliance in all material respects with all applicable Legal RequirementsRequirements and as to which Borrower, turn over to Lender Lender, Manager and the depository bank shall have executed and delivered a Deposit Account Control Agreement. Borrower shall deposit all security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (its possession on the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit Closing Date into the Security Deposit SubaccountAccount. Within three (3) all amounts drawn under Business Days after receipt of any letters of credit held by security deposit, Borrower in lieu of cash security deposits. Security deposits held in shall deposit the same into the Security Deposit Subaccount will Account (except only as provided below with respect to combined payments). Except for deposits of de minimis Borrower funds to maintain a minimum balance or to pay fees of the depository bank, Borrower shall insure that no funds from any source shall be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in deposited into the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminatedAccount other than security deposits and interest paid thereon, cancelled or surrendered and no funds shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccountwithdrawn except, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall Legal Requirements, (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and to pay refunds of security deposits, (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder pay (or at Lender’s optionreimburse for payment of) expenses chargeable against security deposits, be fully assignable or (iii) to Lender)transfer forfeited security deposits to the Rent Deposit Account or Cash Management Account. Borrower shall maintain complete and accurate books and records of all transactions pertaining to security deposits and the Security Deposit Account, with sufficient detail to identify all security deposits separate and apart from other payments received from or by Tenants. Only if Borrower receives a check or other payment that combines a security deposit together with Rent or other amounts owing by a Tenant, then Borrower shall deposit the combined payment into the Rent Deposit Account or Cash Management Account. Promptly thereafter, Borrower shall submit written notice to Lender identifying the applicable combined payment and requesting return of the security deposit amount from the Cash Management Account, and when the same is paid, Borrower promptly shall deposit the same into the Security Deposit Account within three (3) Business Days after receipt.

Security Deposits. Borrower shall keep shall, immediately upon receipt, deliver (and hold with respect to security deposits, letters of credit or other collateral already paid or delivered to the Borrower or its predecessor in interest, Borrower is concurrently herewith delivering) to Lender all security deposits deposits, letters of credit or other collateral that it receives (or has received) from time to time from any Tenant as security for the performance by such Tenant of its obligations under Leases its Lease (1) the cash portion of which exceeds $100,000, or (2) the aggregate amount of which (both cash and non-cash portions) exceeds $185,000. Lender shall deposit (or shall direct the Borrower to deposit directly) any cash to be delivered by Borrower pursuant to the preceding sentence in an escrow account in the name of Lender and, except to the extent required by law or the applicable Lease, such account shall be maintained in accordance with the terms of Section 12.2 hereof. Lender shall make such security available to Borrower or the applicable Legal Requirements and at a separately designated account Tenant on or prior to the tenth (10th) Business Day after notice from Borrower to the extent required to comply with obligations owed to such Tenant under the terms of its Lease or to Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and , in the case event of a letter of creditsuch Tenant’s default under its Lease, assigned with full power of attorney and executed sight drafts subject to Lender) so that the security deposits ’s approval, which approval shall not be commingled with any unreasonably withheld (based on, among other funds of Borrower (such accountthings, the “Security Deposit Account”intended use of such deposit and whether a replacement Lease has been executed). After Lender may commingle funds deposited hereunder and Lender shall not be obligated to segregate, designate or separately account for any specific security deposit, except to the occurrence of an Event of Default, extent that Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by notifies Lender in a Subaccount (the “Security Deposit Subaccount”) subject writing at or prior to the terms time of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for any deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to segregated by the applicable Lease or under applicable law. Notwithstanding the foregoing, (x) Lender shall not acquire a tenant pursuant security interest or Lien in respect of security deposits to the terms of a Lease. Any funds extent that such acquisition would be prohibited by applicable law and (y) to the extent required by law, security deposits shall be maintained within the state in which the Property is situated and, if permitted by law, shall be transferred to escrow accounts in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to name of Lender within the applicable provisions of any Lease state (which has expired or has been terminated, cancelled or surrendered escrow accounts shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed maintained in accordance with the provisions terms of Section 3.5 12.2 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).

Security Deposits. Borrower shall keep and hold all All security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control made by any of the tenants of the Property now held by Seller, as shown on Exhibit B-1, or received by Seller prior to Closing, will be turned over or credited to Purchaser at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and Closing. If Seller is holding any Security Deposits in the case form of a letter letters of credit, assigned Purchaser will not receive a credit for such Security Deposits. Purchaser will indemnify and hold Seller harmless and free from any liability with full power of attorney and executed sight drafts respect to Lender) so that the security deposits shall not be commingled with turned over or credited to Purchaser and such hold harmless will include any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms form of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held which are transferred to Purchaser. Except with respect to any letter of credit deposited by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant Tenant pursuant to the terms Specified Lease, Seller shall reasonably cooperate with Purchaser to cause Security Deposits that are in the form of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives to be transferred or re-issued to Purchaser, and, until such transfer or re-issuance, Seller shall, as Purchaser’s agent and at its request, draw on any letter of credit in lieu accordance with the applicable Lease and deliver the proceeds to Purchaser. In the event Purchaser makes such a request, and Seller effects a draw on the letter of a cash security deposit under credit and delivers the applicable proceeds to Purchaser, Purchaser agrees to indemnify, defend, and hold Seller harmless from any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced claims arising therefrom, including any assertion by a cash deposit tenant that such draw was wrongful or a breach of the applicable lease, which indemnification shall be inclusive of reasonable attorney’s fees. To the extent Seller is holding any letter of credit deposited by Tenant as hereinabove described and (ii) if permitted a Security Deposit pursuant to any Legal Requirementsthe Specified Lease, name Lender as payee or mortgagee thereunder (or Seller agrees to delivers such letter of credit to Purchaser at Lender’s optionClosing. The provisions of this Section 11.4 shall survive the Closing and the delivery of the Deed. 00 Xxxxxxx, be fully assignable to Lender).Xxx Xxxxxxxxx, Xxxxxxxxxx

Security Deposits. Borrower or Manager, as applicable, shall keep and hold collect all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated shall endorse all checks and deposit all such funds and other receipts on account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower within two (such account2) Business Days after receipt thereof, directly into the “Security Deposit Account”)Account - Clearing Bank. After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower Manager shall also deliver to Lender (for deposit into the Security Deposit Subaccount) Account - Clearing Bank all amounts drawn down under any letters of credit held by Borrower or Manager in lieu of cash security deposits. Security deposits held in Neither Borrower nor Manager shall have any right of withdrawal from the Security Deposit Subaccount will be released Account Clearing Bank except that, prior to the occurrence of an Event of Default which is continuing, if either Borrower or Manager desires to receive funds from the Security Deposit Account Clearing Bank, Borrower or Manager may do so only if each of the following conditions are satisfied: (i) Borrower or Manager submits a written request to Lender, certified by Lender upon notice from an authorized officer of Borrower together with or Lender, and (ii) such evidence as Lender may reasonably request states (a) that Borrower or Manager is required by law or contract to return a tenant's security deposit or to use such security deposit is required for repairs or payment of rent, in accordance with such tenant's lease, (b) the amount of and use for the security deposit to be returned returned, (c) the lease and the name of the tenant to which such security deposit relates, and (d) that no Event of Default exists under the Loan Documents. In the event that Borrower delivers a tenant pursuant notice in accordance with the foregoing, Lender shall instruct the Clearing Bank (i) in the case of any security deposit to be utilized to pay rent, to transfer such funds from the Security Deposit Account - Clearing Bank to Manager within ten (10) days of receipt of Lender's written direction to the terms Clearing Bank and (ii) with respect to all other uses of a Leasesuch security deposit accounts, to release funds so requested to Manager, or as otherwise directed by Manager, within ten (10) days of receipt of Lender's written direction to the Clearing Account Bank to release such funds. Any Except as provided above, neither Borrower nor Manager shall have any right to funds in the Security Deposit Subaccount Account - Clearing Bank. Notwithstanding anything set forth herein, Borrower or Manager may withdraw funds from the Security Deposit Account - Clearing Bank to refund or apply security deposits as required by applicable Legal Requirements upon providing prior written notice to Lender, which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered notice shall be paid include evidence reasonably satisfactory to Lender and transferred that such release is required by Lender into all applicable Legal Requirements. During a Cash Management Period, any funds in the Rollover Reserve Subaccount, Security Deposit Account - Clearing Bank that are to be applied against rent arrearages under any Lease shall be transferred by the Clearing Bank from the Security Deposit Account - Clearing Bank to the Security Deposit Account - Deposit Bank and disbursed applied in accordance with the provisions of Section 3.5 hereofDeposit Account Agreement. Neither Borrower nor Manager shall have any right to funds in the Security Deposit Account - Deposit Bank, except that Borrower or Manager may request and Lender shall release any security deposit directly to a tenant if required by applicable law. Any letter of credit or other instrument that Borrower or Manager receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and described, (ii) be issued by an institution reasonably satisfactory to Lender, (iii) if permitted pursuant to the Lease or any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s 's option, be fully assignable to Lender)) and (iv) in all respects, comply with any applicable Legal Requirements and otherwise be reasonably satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower's compliance with the foregoing.

Security Deposits. Borrower shall keep and hold all security deposits under Leases All Security Deposits made by the tenants of each Property will be turned over or at Purchaser’s election, credited to Purchaser at Closing to the extent the same have not been applied by the corresponding Seller in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leasesapplicable lease prior to the Closing. After If Sellers are holding any Security Deposits in the occurrence form of an Event letters of Defaultcredit, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any such original letters of credit held by Borrower in lieu shall be turned over to Purchaser at Closing and Purchaser will not receive a credit for such Security Deposits. Sellers shall execute and deliver at Closing such instruments as the issuers of cash security depositssuch letters of credit shall require to effect the transfer or re-issuance thereof to Purchaser at Closing. If any such Security deposits held Deposits that are in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together form of letters of credit are not transferable or re-issuable at Closing, Sellers shall reasonably cooperate with such evidence as Lender may reasonably request that such security deposit is required Purchaser to cause the same to be returned promptly transferred or re-issued to a tenant pursuant Purchaser following Closing at no out of-pocket-expense or additional liability to the terms Sellers, and, until such transfer or re-issuance, Sellers shall, as Purchaser’s agent and at its request, draw on any letter of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed credit in accordance with the provisions applicable Lease and immediately deliver the proceeds to Purchaser (and until such delivery, such funds shall be held in trust by the applicable Seller for the benefit of Section 3.5 hereofPurchaser). Any In the event Purchaser makes such a request, and Sellers effect a draw on the letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under and delivers the applicable proceeds to Purchaser, Purchaser agrees to indemnify, defend, and hold Sellers harmless from any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced claims arising therefrom, including any assertion by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirementstenant that such draw was wrongful or a breach of the applicable lease, name Lender as payee or mortgagee thereunder (or at Lenderwhich indemnification shall be inclusive of reasonable attorney’s option, fees. Any verifiable out-of-pocket expense actually incurred by Sellers in such cooperation shall be fully assignable to Lender)promptly reimbursed by Purchaser.

Security Deposits. Borrower shall keep and hold all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institutiona) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After Upon the occurrence and during the continuance of an Event of Default, Borrower shall, upon three (3) Business Days request from Lender’s request, if permitted by applicable Legal Requirements, turn over deliver to Lender the security deposits (and any interest theretofore earned thereon) under Leasesall Security Deposits, to be held by Lender in a Subaccount (the “including, without limitation, all Security Deposit Subaccount”) subject LCs, which Borrower then holds for Lender to hold in accordance with this Agreement and the terms of the Leasesapplicable Lease and applicable Legal Requirements. After In addition, promptly following Borrower’s receipt of any Security Deposit on or after the occurrence and during the continuance of an Event of Default, Borrower shall also deliver the same to Lender to hold as aforesaid. Lender shall retain custody of any such Security Deposits delivered to Lender pursuant to this Section 4.1.21(a) until such time as all Debt is paid in full (for deposit into other than through judicial or nonjudicial foreclosure of the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower Instrument or deed in lieu thereof), except to the extent that (i) any applicable Tenant is entitled to the return of cash security deposits. all or a portion of its Security deposits held Deposit under the terms of its Lease or applicable Legal Requirements (or in the case of a Security Deposit Subaccount will LC, a reduction in the amount thereof) or (ii) any Security Deposit LC may be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required reduced to be returned to a tenant cash pursuant to the terms of the applicable Lease (in which event Lender shall cooperate, at Borrower’s cost and expense, with Borrower to cause the same to timely occur). If the landlord or lessor under a Lease. Any funds in the Lease is entitled to draw on a Security Deposit Subaccount which LC held by Lender, Lender will cooperate, at Borrower’s cost and expense, with Borrower is permitted to retain pursuant effectuate the same and any monies drawn shall, subject to the terms of the applicable provisions of any Lease which has expired or has been terminatedLease, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with Section 4.1.21(b) below. Subject to the provisions express terms of Section 3.5 hereof. Any letter of credit or other instrument that the applicable Lease, Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirementsnot, name Lender as payee or mortgagee thereunder (or at without Lender’s optionprior written consent (which consent shall not be unreasonable withheld, be fully assignable to Lenderconditioned or delayed), draw upon, amend, modify or terminate any Security Deposit LC if such action may result in a Material Adverse Effect.

Security Deposits. Borrower shall keep and hold all Tenants' security deposits under Leases in accordance with applicable Legal Requirements held by Seller (to the extent not applied by Seller pursuant to any Lease and at a separately designated account under Borrower’s control this Agreement) shall be turned over by Seller to Purchaser at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and Closing by, in the case of cash security deposits, crediting such amount to Purchaser pursuant to Section 4.2.5 hereof and, in the case of any letters of credit, by the delivery thereof by Seller to Purchaser in accordance with Section 11.1.9 hereof. At Closing, Purchaser shall deliver to Seller a receipt for any security deposit so turned over by Seller to Purchaser and Purchaser shall indemnify Seller with respect thereto pursuant to, and in accordance with, the Assignment and Assumption of Leases (as hereinafter defined). In the case of any security deposits held by Seller in the form of letters of credit, such letters of credit, to the extent permitted by the terms thereof, shall be assigned to Purchaser at the Closing and Purchaser shall indemnify Seller with respect thereto pursuant to, and in accordance with, the Assignment and Assumption of Leases. At Closing, with respect to such letters of credit which by their terms are assignable, Seller shall deliver any consents required by the issuing bank(s) to the assignment of such letters of credit. Any fees imposed by such issuing banks in connection with such assignments shall be paid 50% by Seller and 50% by Purchaser at the Closing. In the case of any such letters of credit which by their terms are not assignable, Seller shall use reasonable efforts to cause the applicable tenant(s) to replace such letters of credit with ones which are assignable to Purchaser, however, as to any such letters of credit which are not replaced, then for the period from and after Closing, Seller shall hold such nonassignable letters of credit in escrow for the benefit of Purchaser and, upon written request by Purchaser, shall draw down on any such letter of credit and simultaneously therewith, shall deliver the proceeds of such draw down to Purchaser. Purchaser shall indemnify Seller with respect to any judgments, suits, claims, demands, liabilities and obligations and related costs and expenses (including reasonable attorneys' fees) arising out of Seller's draw down and delivery of the proceeds of such letters of credit as directed by Purchaser. Seller shall indemnify Purchaser (i) with respect to the failure of Seller to turn over to Purchaser any cash security deposit or assignable letter of credit security deposit of a tenant of the Real Property, or the failure to hold any nonassignable letter of credit security deposit in escrow as set forth above, but only in either case to the extent such security deposit (whether cash or letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall was not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted properly applied by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant Seller pursuant to the terms of a any Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant with respect to any Legal Requirementsjudgments, name Lender suits, claims, demands, liabilities and related costs and expenses (including reasonable attorneys' fees) arising out of any act of Seller, as payee or mortgagee thereunder (or at Lender’s optionlandlord, be fully assignable in connection with the security deposits and related to Lender)the period prior to the Closing. The indemnities contained in this Section 4.2.7 and in the Assignment and Assumption of Leases shall survive the Closing.

Security Deposits. Borrower Operating Lessee shall keep and hold all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under BorrowerOperating Lessee’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower Operating Lessee (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower Operating Lessee shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits deposits, if any (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower Operating Lessee together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant Tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain Lease or may be applied as rent pursuant to the rights of Operating Lessee under the applicable provisions of any Lease (including for repairs which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, Lease specifies to be applied and disbursed in accordance with the provisions of Section 3.5 hereofat Tenant’s cost). Any letter of credit or other instrument that Borrower Operating Lessee receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described or drawn upon for the purposes set forth in the Lease and (ii) if permitted pursuant to any Legal RequirementsRequirements and the requirements of the issuing bank, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).

Security Deposits. Borrower If the Senior Loan and the First Mezzanine Loan have all been paid-in-full, Borrowers shall keep and hold cause the First Mezzanine Borrowers to cause the Property Owners, immediately upon receipt, to deliver to Lender all security deposits, letters of credit or other collateral that it receives from time to time, including any security deposits returned to Property Owners by Senior Lender and/or First Mezzanine Lender, as the case may be, upon repayment of the Senior Loan and/or the First Mezzanine Loan, respectively, from any Tenant as security for the performance by such Tenant of its obligations under Leases its Lease (1) the cash portion of which exceeds $100,000 or (2) the aggregate amount of which (both cash and non-cash portions) exceeds $185,000. In such an event, Lender shall deposit (or shall direct the Borrowers to cause the applicable Property Owner to deposit directly) any cash to be delivered by any Property Owner pursuant to the preceding sentence in an escrow account in the name of Lender and, except to the extent required by law or the applicable Lease, such account shall be maintained in accordance with the terms of Section 12.2 hereof. Lender shall make such security available to Property Owners or the applicable Legal Requirements and at a separately designated account Tenant on or prior to the tenth (10th) Business Day after notice from Property Owners to the extent required to comply with obligations owed to such Tenant under Borrower’s control at the Clearing Bank (terms of its Lease or in another Eligible Account at an Eligible Institution) (and to Property Owners, in the case event of a letter of creditsuch Tenant’s default under its Lease, assigned with full power of attorney and executed sight drafts subject to Lender) so that the security deposits ’s approval, which approval shall not be commingled with any unreasonably withheld (based on, among other funds of Borrower (such accountthings, the “Security Deposit Account”intended use of such deposit and whether a replacement Lease has been executed). After Lender may commingle funds deposited hereunder and Lender shall not be obligated to segregate, designate or separately account for any specific security deposit, except to the occurrence of an Event of Default, extent that any Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and or any interest theretofore earned thereon) under Leases, to be held by Property Owner notifies Lender in a Subaccount (the “Security Deposit Subaccount”) subject writing at or prior to the terms time of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for any deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to segregated by the applicable Lease or under applicable law. Notwithstanding the foregoing, (x) Lender shall not acquire a tenant pursuant security interest or Lien in respect of security deposits to the terms of a Lease. Any funds extent that such acquisition would be prohibited by applicable law and (y) to the extent required by law, security deposits shall be maintained within the state in which the Property in question is situate and, if permitted by law, shall be transferred to escrow accounts in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to name of Lender within the applicable provisions of any Lease states (which has expired or has been terminated, cancelled or surrendered escrow accounts shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed maintained in accordance with the provisions terms of Section 3.5 12.2 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).

Security Deposits. Borrower shall keep and hold deliver to Lender all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and any interest theretofore earned thereon) under Leases, and, if requested by Lender, Borrower shall also deliver any letters of credit (delivered in the case lieu of a letter of creditcash security deposit), assigned with full power of attorney and executed sight drafts to Lender) so that the . Lender will transfer such security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in into a Subaccount (the “"Security Deposit Subaccount”) "), which will be held subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s 's option, be fully assignable to Lender).

Security Deposits. Borrower shall keep and hold all All security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control made by any of the tenants of the Property now held by Seller, as shown on Exhibit B-1, or received by Seller prior to Closing, will be turned over or credited to Purchaser at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and Closing. If Seller is holding any Security Deposits in the case form of a letter letters of credit, assigned Purchaser will not receive a credit for such Security Deposits. Purchaser will indemnify and hold Seller harmless and free from any liability with full power of attorney and executed sight drafts respect to Lender) so that the security deposits shall not be commingled with turned over or credited to Purchaser and such hold harmless will include any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms form of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held which are transferred or re-issued in the name of Purchaser. Seller shall reasonably cooperate with Purchaser to cause Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request Deposits that such security deposit is required to be returned to a tenant pursuant to are in the terms form of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives to be transferred or re-issued in lieu the name of Purchaser, and, until such transfer or re-issuance, Seller shall, as Purchaser’s agent and at its request, draw on any letter of credit in accordance with the applicable Lease and deliver the proceeds to Purchaser. : Further, if as of the Closing Seller is holding any letter of credit which was issued to Seller as security for a cash security deposit tenant’s obligations under any Lease entered into after its Lease, Seller agrees to execute a reasonable transfer request form provided by the date hereof shall (i) be maintained issuer to assign the beneficial interest in full force such letter of credit to Purchaser and effect in to deliver such transfer form and the full amount unless replaced original letter of credit to Purchaser at Closing; provided that Purchaser is responsible for the payment of any required transfer fee which is not the responsibility of the applicant. In the event Purchaser makes such a request, and Seller effects a draw on the letter of credit and delivers the applicable proceeds to Purchaser, Purchaser agrees to indemnify, defend, and hold Seller harmless from any claims arising therefrom, including any assertion by a cash deposit as hereinabove described and (ii) if permitted tenant that such draw was wrongful or a breach of the applicable lease, which indemnification shall be inclusive of reasonable attorney’s fees. Any out-of-pocket expense incurred by Seller in such cooperation shall be promptly reimbursed by Purchaser. The indemnity provided by Purchaser to Seller pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)this Section 11.5 shall survive the Closing and the delivery of the Deed.

Security Deposits. Borrower shall keep and hold all security deposits actually paid to Borrower under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of creditcredit received after the date hereof, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of of, and for so long as, an Event of DefaultDefault is continuing, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain Lease or may be applied as Rent pursuant to the rights of Borrower under the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereofLease. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount required by the applicable Lease unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).

Security Deposits. Borrower shall keep and hold all If the Order Information section of this Agreement ----------------- indicates that security deposits under Leases are required, each required security deposit will be either in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank cash (paid by check or in another Eligible Account at via wire transfer) or an Eligible Institution) (and in the case of a irrevocable stand-by letter of creditcredit in a form and from a financial institution reasonably acceptable to CWI. The "Initial Security Deposit" amount will be provided prior to the initiation of service. Thereafter, assigned with full power of attorney and executed sight drafts if requested in writing by CWI, the Carrier will add additional amounts to Lender) so the Initial Security Deposit such that the total amount of the security deposits shall not be commingled with deposit being held by CWI at all times is at least equal to the "Continuing Security Deposit". The Carrier will provide any other funds of Borrower such required additional amounts within five (such account5) business days after receiving CWI's written request. CWI will refund or release, the “Security Deposit Account”). After the occurrence of an Event of Defaultas applicable, Borrower shall, upon Lender’s requestany security deposit it is holding (plus, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to form of cash, accrued interest at the applicable provisions rate set by regulation of any Lease the state in which has expired CWI invoices the Carrier, or has been terminatedif no such rate is set by regulation, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash CWI's then-prevailing interest rate for security deposit under any Lease entered into after refunds) if the date hereof shall following conditions are met by the Carrier: (i) be maintained for the entire "Deposit Release Period", the Carrier pays CWI in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described when each payment is due; and (ii) if permitted pursuant CWI determines that the Carrier's Quarterly Reports covering the Deposit Release Period indicate that the Carrier's financial condition has had no materially adverse change as compared to the equivalent period of time immediately prior to the start of the Deposit Release Period. If CWI does not refund or release the security deposit during the Term as set forth above, the security deposit will be refunded or released, as applicable, at the end of the Term. If, at any Legal Requirementstime during the term of the Agreement, name Lender CWI determines that there has been a materially adverse change in the Carrier's financial condition as payee compared with the equivalent period of time immediately prior to the Effective Date, CWI may require Carrier to provide a security deposit or mortgagee thereunder an additional security deposit in an amount to be determined by CWI. The Carrier shall provide any such required amounts within five (or at Lender’s option, be fully assignable to Lender)5) business days after receiving CWI's written request therefor.

Security Deposits. Borrower shall keep and hold all cash security deposits under Leases in accordance with applicable Legal Requirements and at in a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of any security deposits held in the form of a letter of credit, assigned assigned, to the extent permitted by applicable Legal Requirements and subject to the terms of the applicable Leases, with full power of attorney (exercisable only during the continuance of a Cash Management Period) and executed sight drafts to LenderAdministrative Agent) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”)Borrower. After the occurrence of an Event of DefaultDuring a Cash Management Period, Borrower shall, upon LenderAdministrative Agent’s request, if permitted by applicable Legal Requirements, turn over to Lender Administrative Agent the cash security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender Administrative Agent in a Subaccount separate account or transferred to a Secondary Account (in either such event, the “Security Deposit SubaccountAccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount Account will be immediately released by Lender Administrative Agent upon notice from Borrower together with such evidence as Lender Administrative Agent may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain Lease or may be applied as Rent pursuant to the rights of Borrower under the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereofLease. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender Administrative Agent on behalf of the Lenders as payee or mortgagee thereunder (or at LenderAdministrative Agent’s option, be fully assignable to LenderAdministrative Agent on behalf of the Lenders).

Security Deposits. Borrower On the Closing Date the Servicer shall keep and hold all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts deposit to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters Account the aggregate amount of credit Security Deposits held by Borrower in lieu it as of cash security depositsthe Closing Date with respect to the Leases, together with any Security Deposits received by the Servicer after the Closing Date. The Security deposits Deposits are held in the Security Deposit Subaccount will Account on behalf of the Lessees, the Certificateholders and the Certificate Insurer, as their interests may appear. In the event that (i) any Lessee requests that a Security Deposit be released by Lender upon notice applied as an offset against such Lessee's payment obligations or Purchase Option Payment under a Lease or (ii) any Lease becomes a Defaulted Lease, the Servicer shall direct the Trustee in writing, on the related Determination Date, to withdraw from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant Account and deposit to the applicable provisions Collection Account an amount (the "Offset Amount") equal to the lesser of (a) the amount of such Security Deposit and (b) the amount of all unpaid and remaining Scheduled Payments, Final Lease Payments and Purchase Option Payments not then on deposit in the Collection Account, as payment in respect of, first, any unpaid Scheduled Payments or Final Lease Payments under the related Lease, and second, any unpaid Purchase Option Payment under the related Lease. The Servicer shall not permit any Lessee any offset for its Security Deposit until the Offset Amount is deposited in the Collection Account, as required by this Section 5.12. In no event shall the Trust, the Depositor, the Trustee, any Certificateholder or the Certificate Insurer be liable to any Lessee with respect to the Security Deposits. The Servicer shall indemnify and hold harmless the Trustee, the Certificateholders and the Certificate Insurer for any loss, cost and expense (including legal fees and expenses incurred by such parties in connection with the prosecution of claims made in connection therewith) suffered as a result of the Servicer's misappropriation or misapplication of any Lease which has expired Security Deposit. This right of indemnification shall survive the termination of this Agreement or has been terminated, cancelled the earlier resignation or surrendered shall be paid to Lender and transferred by Lender into removal of the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)Trustee.

Security Deposits. As additional security for the Loan, Borrower shall keep has assigned to Lender all of Borrower’s right, title and hold all interest in and to any security deposits or letters of credit delivered to Borrower by tenants at the Property as security for such tenants’ obligations under Leases their respective Leases. Lender shall draw on any such letters of credit upon delivery to Lender of an Officer’s Certificate from Borrower specifying what conditions exist under the applicable Lease entitling the Borrower to draw on such letter of credit. Any letters of credit assigned to Lender and held by Lender pursuant to the terms hereof shall be held in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leasesapplicable Lease and all applicable laws. After the occurrence of an Event of Default, Lender shall return to Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower Lender hereunder upon the expiration of the Lease applicable to such letter of credit (or sooner, if required by the terms of such Lease) or upon payment in lieu full of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender Loan, or upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant the release of the applicable Property pursuant to the terms hereof (and Lender shall execute and deliver any and all assignment documents required or requested by the issuing bank in order to assign any such letters of a Leasecredit to Borrower or any other entity requested by Borrower). Any funds in Within ten (10) days of the Security Deposit Subaccount which date hereof, Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid deliver to Lender executed documentation, in form and transferred by Lender into substance reasonably acceptable to Lender, from the Rollover Reserve Subaccount, to be applied and disbursed in accordance with respective issuers of the provisions of Section 3.5 hereof. Any letter letters of credit or other instrument that evidencing the assignment of such letters of credit from Borrower receives in lieu to Lender (such obligation, collectively, the “Letter of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to LenderCredit Assignment”).

Security Deposits. Borrower Purchaser shall keep not receive a credit at Closing for any of the Security Deposits, but at Closing each Seller shall pay to Purchaser in cash an amount equal to all cash Security Deposits being held by such Seller, such Seller’s managing agent or any other Person under the Leases at such Seller’s Properties. The Sellers shall be entitled to retain all Security Deposits or other such credits due Tenants for which Purchaser receives credit or payment, and hold all for which the Sellers are charged, pursuant to this Section 5.5.3. Sellers agree not to apply any Security Deposits held as of the Effective Date under Leases on account of arrearages existing as of the Effective Date. If any security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and are in the case form of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits Seller shall not be commingled with any other funds of Borrower assign (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with extent such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu is assignable without the consent of a cash security deposit under any Lease entered into after the date hereof shall (iits issuer) be maintained in full force and effect its interest in the full amount letter of credit to Purchaser and deliver the original letter of credit to Purchaser at Closing. All costs to assign such letter of credit shall, unless replaced payable by the Tenant, be borne by Purchaser. If Seller is unable to provide for the transfer of Seller’s interest in any letter of credit at or prior to Closing, then (a) Seller shall, at Purchaser’s request prior to Closing, request from the issuer of such letter of credit the required documentation in order to allow Seller and Purchaser to prepare, execute and submit such documentation for transfer of such letter of credit as quickly as possible after Closing; (b) Seller shall continue to cooperate with Purchaser in arranging for the assignment to Purchaser of the beneficiary’s interest under such letter of credit (or the re-issuance to Purchaser of such letter WRIT MOB – Transaction IV of credit) promptly following the Closing, and (c) if requested by Purchaser upon the default by a cash deposit as hereinabove described tenant under its Lease, Seller shall present the letter of credit, together with a draw request prepared by Purchaser, for payment and Seller shall pay the proceeds to Purchaser and Purchaser shall indemnify Seller for, and shall defend Seller and hold Seller harmless against, any and all claims, losses, liabilities, costs or expenses (iiincluding reasonable attorneys’ fees and disbursements) if permitted pursuant actually incurred by Seller which were directly caused in connection such presentment. This Section 5.3.3 obligation shall survive Closing, and Section 9.8 is not applicable to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)such indemnification obligation.

Security Deposits. Borrower shall keep and hold all security deposits under Leases All Security Deposits made by the tenants of each Shopping Center will be credited to Purchaser at Closing to the extent the same have not been applied by the applicable Seller in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leasesapplicable Lease prior to the Closing; provided that Sellers shall be obligated to return to Purchaser the amount of any Security Deposits improperly applied by Sellers. After If any Seller is holding any Security Deposits in the occurrence form of an Event letters of Defaultcredit, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any such original letters of credit held by Borrower in lieu shall be turned over to Purchaser at Closing and Purchaser will not receive a credit for such Security Deposits. Each such Seller shall execute and deliver at Closing such instruments as the issuers of cash security deposits. such letters of credit shall require to effect the transfer or re‑issuance thereof to Purchaser at Closing; provided that if any such Security deposits held Deposits that are in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together form of letters of credit are not transferred or re-issued at Closing, the applicable Seller shall reasonably cooperate with such evidence as Lender may reasonably request that such security deposit is required Purchaser to cause the same to be returned promptly transferred or re-issued to a tenant pursuant Purchaser following Closing at no out of-pocket-expense or additional liability to the terms such Seller, and, until such transfer or re-issuance, such Seller shall, as Purchaser’s agent and at its request, draw on any letter of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed credit in accordance with the provisions applicable Lease and immediately deliver the proceeds to Purchaser (and until such delivery, such funds shall be held in trust by such Seller for the benefit of Section 3.5 hereofPurchaser). Any In the event Purchaser makes such a request, and such Seller effects a draw on the letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under and delivers the applicable proceeds to Purchaser, Purchaser agrees to indemnify, defend, and hold such Seller harmless from any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced claims arising therefrom, including any assertion by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirementstenant that such draw was wrongful or a breach of the applicable Lease, name Lender as payee or mortgagee thereunder (or at Lenderwhich indemnification shall be inclusive of reasonable attorney’s option, fees. Any verifiable out-of-pocket expense actually incurred by such Seller in such cooperation shall be fully assignable to Lender)equally shared between the parties.

Security Deposits. As additional security for the Loan, Borrower shall keep has assigned to Lender all of Borrower’s right, title and hold all interest in and to any security deposits or letters of credit delivered to Borrower by tenants at the Property as security for such tenants’ obligations under Leases their respective Leases. Lender shall draw on any such letters of credit upon delivery to Lender of an Officer’s Certificate from Borrower specifying what conditions exist under the applicable Lease entitling the Borrower to draw on such letter of credit. Any letters of credit assigned to Lender and held by Lender pursuant to the terms hereof shall be held in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leasesapplicable Lease and all applicable laws. After the occurrence of an Event of Default, Lender shall return to Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower Lender hereunder upon the expiration of the Lease applicable to such letter of credit (or sooner, if required by the terms of such Lease) or upon payment in lieu full of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender Loan, or upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant the release of the applicable Property pursuant to the terms hereof (and Lender shall execute and deliver any and all assignment documents required or requested by the issuing bank in order to assign any such letters of a Leasecredit to Borrower or any other entity requested by Borrower). Any funds in Within ten (10) Business Days of the Security Deposit Subaccount which date hereof, Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid deliver to Lender executed documentation, in form and transferred by Lender into substance reasonably acceptable to Lender, from the Rollover Reserve Subaccount, to be applied and disbursed in accordance with respective issuers of the provisions of Section 3.5 hereof. Any letter letters of credit or other instrument that evidencing the assignment of such letters of credit from Borrower receives in lieu to Lender (such obligation, collectively the “Letter of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to LenderCredit Assignment”).

Security Deposits. Borrower 5.5 Security Deposits Purchaser shall keep not receive a credit at Closing for any of the Security Deposits, but at Closing each Seller shall pay to Purchaser in cash an amount equal to all cash Security Deposits being held by such Seller, such Seller’s managing agent or any other Person under the Leases at such Seller’s Properties. The Sellers shall be entitled to retain all Security Deposits or other such credits due Tenants for which Purchaser receives credit or payment, and hold all for which the Sellers are charged, pursuant to this Section 5.5.3. Sellers agree not to apply any Security Deposits held as of the Effective Date under Leases on account of arrearages existing as of the Effective Date. If any security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and are in the case form of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits Seller shall not be commingled with any other funds of Borrower assign (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with extent such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu is assignable without the consent of a cash security deposit under any Lease entered into after the date hereof shall (iits issuer) be maintained in full force and effect its interest in the full letter of credit to Purchaser and deliver the original letter of credit to Purchaser at Closing. All costs to assign such letter of credit shall, unless payable by the Tenant, be borne by Purchaser; provided, however, that if the costs to assign all of such letters of credit, in the aggregate, exceed $5,000, Seller shall be responsible for the amount unless replaced by which such aggregate costs exceed $5,000. If Seller is unable to provide for the transfer of Seller’s interest in any letter of credit at or prior to Closing, then (a) Seller shall, at Purchaser’s request prior to Closing, request from the issuer of such letter of credit the required documentation in order to allow Seller and Purchaser to prepare, execute and submit such documentation for transfer of such letter of credit at Closing or as soon as possible after Closing; (b) Seller shall continue to cooperate with Purchaser in arranging for the assignment to Purchaser of the beneficiary’s interest under such letter of credit (or the re-issuance WRIT MOB - Transaction I to Purchaser of such letter of credit) promptly following the Closing, and (c) if requested by Purchaser upon the default by a cash deposit as hereinabove described tenant under its Lease, Seller shall present the letter of credit, together with a draw request prepared by Purchaser, for payment and Seller shall pay the proceeds to Purchaser and Purchaser shall indemnify Seller for, and shall defend Seller and hold Seller harmless against, any and all claims, losses, liabilities, costs or expenses (iiincluding reasonable attorneys’ fees and disbursements) if permitted pursuant actually incurred by Seller which were directly caused in connection such presentment. This Section 5.3.3 obligation shall survive Closing, and Section 9.8 is not applicable to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)such indemnification obligation.

Security Deposits. Borrower shall keep and hold all security deposits under Leases in accordance with applicable Legal Requirements and, upon Lender’s request, deliver to Lender a detailed accounting of all security deposits held by Borrower for each applicable Tenant, including, without limitation, the amount of each such security deposit and at a separately designated the account under Borrower’s control at the Clearing Bank (or information and financial institution in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that which the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”)are held. After Upon the occurrence and during the continuance of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender or Servicer in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain Lease or may be applied as Rent pursuant to the rights of Borrower under the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereofLease. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).

Security Deposits. Borrower shall keep and hold shall, within two Business Days of receipt thereof, deposit, directly into the escrow account referred to below, all security deposits deposits, letters of credit or other collateral (“Security Deposits”) that it receives from time to time from any Tenant as security for the performance by such Tenant of its obligations under Leases its Lease. Lender shall deposit any cash received from Borrower pursuant to the preceding sentence in accordance with applicable Legal Requirements and at a separately designated an escrow account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case name of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower Lender (such account, the “Security Deposit Account”) and, except to the extent required by law or the applicable Lease, the Security Deposit Account shall be maintained in accordance with the terms of Section 11.2. Borrower shall require each applicable Tenant to maintain in effect all existing and future letters of credit, bonds or other similar collateral which constitute Security Deposits (unless replaced by cash deposits) during the term of the applicable Lease (or so long as such tenant is required to maintain such Security Deposit under its Lease). After the occurrence Each future letter of credit, bond or other similar collateral that is a Security Deposit shall be issued by an Event of Defaultinstitution reasonably satisfactory to Lender, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee payee, mortgagee or mortgagee thereunder beneficiary (or or, at Lender’s option, be fully assignable to Lender without any action being required to be taken by Borrower) and shall in all respects comply with all applicable Legal Requirements and otherwise be reasonably satisfactory to Lender. Borrower shall have the right to replace any Cash which was initially placed in the Security Deposit Account in lieu of a letter of credit, bond or similar collateral with a letter of credit, bond or similar collateral meeting the requirements of this Section 5.1(r). Lender shall comply with all applicable Legal Requirements in holding such Security Deposits and, subject thereto, shall make such Security Deposits available to Borrower or the applicable Tenant on or prior to the tenth (10th) Business Day after notice from Borrower to the extent required to comply with obligations owed to such Tenant under the terms of its Lease or to Borrower, in the event Borrower is entitled to such deposit in accordance with the applicable Lease and applicable law by reason of such Tenant’s default under its Lease. Lender may commingle funds in the Security Deposit Account and Lender shall not be obligated to segregate, designate or separately account for any specific Security Deposit, except to the extent that such Security Deposit is required to be segregated by the applicable Lease or under applicable law.

Security Deposits. Borrower Operating Lessee shall keep and hold all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under BorrowerOperating Lessee’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower Operating Lessee (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower Operating Lessee shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits deposits, if any (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower Operating Lessee together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant Tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain Lease or may be applied as rent pursuant to the rights of Operating Lessee under the applicable provisions of any Lease (including for repairs which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, Lease specifies to be applied and disbursed in accordance with the provisions of Section 3.5 hereofat Tenant’s cost). Any letter of credit or other instrument that Borrower Operating Lessee receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described or drawn upon for the purposes set forth in the Lease and (ii) if permitted pursuant to any Legal RequirementsRequirements and the requirements of the issuing bank, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).. 39

Security Deposits. To the extent Borrower shall keep and hold all receives any security deposits under Leases any of the Leases, Borrower shall promptly advise Agent and such security deposits shall be held in accordance with applicable Legal Requirements and at a separately designated account to be established at such time under Borrower’s control at the Clearing Depository Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, collaterally assigned to Agent with full power of attorney and executed sight drafts to LenderAgent be effective during the continuance of an Event of Default) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon LenderAgent’s request, if permitted by applicable Legal Requirementslaw, turn over to Lender Agent the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender Agent in a Subaccount subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender Agent upon notice from Borrower together with such evidence as Lender Agent may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain Lease or may be applied as rent pursuant to the rights of Borrower under the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereofLease. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s optionlegal requirements, be fully assignable to Lenderin accordance with the issuing bank’s procedures).

Security Deposits. Borrower At the Close of Escrow, Buyer shall keep and hold all receive a credit against the Purchase Price in an amount equal to the aggregate of Tenant security deposits under Leases identified in accordance with applicable Legal Requirements Schedule 1.14 attached hereto or such lesser amount as is set forth in a Tenant Estoppel Certificate delivered by the subject Tenant pursuant to this Agreement, subject to the offsets for Grace's Flowers, Panaderia Ensenada, Xxxxxxx Beauty, and at a separately designated account under Borrower’s control Sports Plus as outlined below. Seller and Buyer acknowledge that, as of the Agreement Date, the following Tenants are delinquent in the payment of rent: (i) Grace's Flowers; (ii) Panaderia Ensenada; (iii) Xxxxxxx Beauty; and (iv) Sports Plus. With respect Grace's Flowers, Seller shall be permitted to apply the entire security deposit paid by such Tenant to pre-Closing delinquent rents, so long as the space leased to such Tenant is vacant and Seller has legal rights to such space at the Clearing Bank time of Closing. With respect to each of Panaderia Ensenada and Xxxxxxx Beauty, Seller shall have the option of (A) Retail Opportunity Investment Corp./Regency Santa Xxx Downtown Plaza.P&S Agt (v8 – Final) delivering the space leased to each such Tenant vacant at Closing with Seller having legal rights to such space at the time of Closing, and retaining such Tenant's security deposit to the extent necessary to cover such Tenant's delinquencies, (B) if the space occupied by such Tenant is not vacant as of the Closing Date, so long as Seller has filed or caused to be filed unlawful detainer actions against such Tenant prior to Closing, retaining such Tenant's security deposit to the extent necessary to cover such Tenant's delinquencies, in another Eligible Account which event, upon Closing, Seller shall assign its rights in any such actions to Buyer and shall remain responsible for all actual, reasonable out-of-pocket costs incurred by Buyer in completing such eviction process following the Closing, or (C) crediting Buyer at an Eligible Institution) (and in Closing with the case full amount of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits for such Tenant as set forth on Schedule 1.14 attached hereto, in which event Seller shall not be commingled have no further obligation whatsoever with respect to any other funds eviction process relating to such Tenant. With respect to Sports Plus, Seller shall have the option of Borrower (such account, I) delivering the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over space leased to Lender the Sports Plus vacant at Closing and retaining Sports Plus' security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject deposit to the terms of extent necessary to cover Sports Plus' delinquencies or completely settling any ongoing rent dispute with Sports Plus by the Leases. After the occurrence of an Event of DefaultClosing, Borrower shall also deliver to Lender or (for deposit into the Security Deposit SubaccountII) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together crediting Buyer at Closing with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced of the security deposit set forth in Sports Plus' Lease and waiving all further rights to proceed against Sports Plus for any pre-Closing delinquent rental amounts following the Closing. As of the Agreement Date, the amount of Tenant security deposits which are set forth in the Leases and other written agreements between Seller and the subject Tenant, along with the portions thereof that have been applied by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal RequirementsSeller against Tenant delinquencies, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)are set forth on Schedule 1.14 attached hereto.

Security Deposits. (a) At all times, Borrower shall keep and hold all maintain one or more (if more than one, only the minimum number required by Legal Requirements) Eligible Accounts for the safe keeping of security deposits under Leases in accordance with applicable Legal Requirements (each and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such accountcollectively, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by ) in compliance in all material respects with all applicable Legal RequirementsRequirements and as to which Borrower, turn over to Lender Lender, Manager and the depository bank shall have executed and delivered a Deposit Account Control Agreement. Borrower shall deposit all security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (its possession on the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit Closing Date into the Security Deposit SubaccountAccount and within three (3) all amounts drawn under Business Days after receipt by Borrower, Manager or third-party property manager of any letters security deposit, Borrower shall deposit or cause to be deposited the same into the Security Deposit Account (except only as provided below with respect to combined payments); provided, that security deposits held or received by any third-party property manager may be held in a trust account maintained by such third-party property manager for safe keeping of credit held by Borrower in lieu of cash such security deposits. Security Except for deposits held in of de minimis Borrower funds to maintain a minimum balance or to pay fees of the depository bank, Borrower shall insure that no funds from any source shall be deposited into the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such Account other than security deposit is required to be returned to a tenant pursuant deposits relating to the terms Properties and interest paid thereon, and no funds shall be withdrawn except, in accordance with Legal Requirements, (i) to pay refunds of a Leasesecurity deposits, (ii) to pay (or reimburse for payment of) expenses chargeable against security deposits, or (iii) to transfer forfeited security deposits to the Rent Deposit Account or Cash Management Account. Any funds in Borrower shall maintain complete and accurate books and records of all transactions pertaining to security deposits and the Security Deposit Subaccount which Account, with sufficient detail to identify all security deposits separate and apart from other payments received from or by Tenants. Only if Borrower is permitted receives a check or other payment that combines a security deposit together with Rent or other amounts owing by a Tenant, then Borrower shall deposit the combined payment into the Rent Deposit Account or Cash Management Account. Promptly thereafter, Borrower shall submit written notice to retain pursuant to Lender identifying the applicable provisions combined payment and requesting return of any Lease which has expired or has been terminatedthe security deposit amount from the Cash Management Account, cancelled or surrendered and when the same is paid, Borrower promptly shall be paid to Lender and transferred by Lender deposit the same into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into Security Deposit Account within three (3) Business Days after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)receipt.

Security Deposits. Borrower shall keep and hold all security deposits under Leases All Security Deposits made by the tenants of the Shopping Center will be credited to Purchaser at Closing to the extent the same have not been applied by Seller in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leasesapplicable Lease prior to the Closing; provided that Seller shall be obligated to return to Purchaser the amount of any Security Deposits improperly applied by Seller. After If Seller is holding any Security Deposits in the occurrence form of an Event letters of Defaultcredit, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any such original letters of credit held by Borrower in lieu shall be turned over to Purchaser at Closing and Purchaser will not receive a credit for such Security Deposits. Each Seller shall execute and deliver at Closing such instruments as the issuers of cash security deposits. such letters of credit shall require to effect the transfer or re‑issuance thereof to Purchaser at Closing; provided that if any such Security deposits held Deposits that are in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together form of letters of credit are not transferred or re-issued at Closing, Seller shall reasonably cooperate with such evidence as Lender may reasonably request that such security deposit is required Purchaser to cause the same to be returned promptly transferred or re-issued to a tenant pursuant Purchaser following Closing at no out of-pocket-expense or additional liability to the terms Seller, and, until such transfer or re-issuance, Seller shall, as Purchaser’s agent and at its request, draw on any letter of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed credit in accordance with the provisions applicable Lease and immediately deliver the proceeds to Purchaser (and until such delivery, such funds shall be held in trust by Seller for the benefit of Section 3.5 hereofPurchaser). Any In the event Purchaser makes such a request, and Seller effects a draw on the letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under and delivers the applicable proceeds to Purchaser, Purchaser agrees to indemnify, defend, and hold Seller harmless from any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced claims arising therefrom, including any assertion by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirementstenant that such draw was wrongful or a breach of Lease, name Lender as payee or mortgagee thereunder (or at Lenderwhich indemnification shall be inclusive of reasonable attorney’s option, fees. Any verifiable out-of-pocket expense actually incurred by Seller in such cooperation shall be fully assignable to Lender)equally shared between the parties.

Security Deposits. Borrower shall keep and hold To the extent permitted hereunder to be held by Mortgagor, all security deposits under Leases of tenants, whether held in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at cash (including, without limitation, the Clearing Bank (Cash Security Deposit) or in another Eligible Account at an Eligible Institution) (and in the case of a letter of creditany other form, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s requestMortgagor or any other person and, if cash, shall be deposited by Mortgagor at such commercial or savings bank or banks, or otherwise held in compliance with applicable law, as may be reasonably satisfactory to Mortgagee. To the extent permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, hereunder to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of DefaultMortgagor, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters letter of credit held by Borrower (including, without limitation, any letter of credit), bond or other instrument which Mortgagor is permitted to hold in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof applicable legal requirement shall (i) be maintained in full force and effect in the full amount of such deposits unless replaced by a cash deposit deposits as hereinabove described and (ii) described; shall be issued by an institution reasonably satisfactory to Mortgagee; shall, if permitted pursuant to any Legal Requirementsapplicable legal requirements, name Lender Mortgagee as payee or mortgagee thereunder (or or, at Lender’s Mortgagee's option, be assigned or fully assignable to LenderMortgagee; and shall, in all respects, comply with any applicable legal requirements and otherwise be reasonably satisfactory to Mortgagee. Mortgagor shall, upon request, provide Mortgagee with evidence reasonably satisfactory to Mortgagee of Mortgagor's compliance with the foregoing. Upon an Event of Default under this Mortgage, Mortgagor shall, immediately upon Mortgagee's request (if permitted by applicable law), deliver to Mortgagee the security deposits (and any interest previously earned thereon and not disbursed to the person(s) lawfully entitled to receive same) with respect to all or any portion of the Property, to be held by Mortgagee subject to the terms of the Leases.

Security Deposits. Each Borrower shall keep and hold all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under such Borrower’s 's control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of such Borrower (such account, the “Security Deposit Account”"SECURITY DEPOSIT ACCOUNT"). After the occurrence of an Event of Default, Borrower Borrowers shall, upon Lender’s 's request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, ; to be held by Lender in a separate Subaccount for each Borrower (the “Security Deposit Subaccount”"SECURITY DEPOSIT SUBACCOUNT") subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from the applicable Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain Lease or may be applied as Rent pursuant to the rights of such Borrower under the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereofLease. Any letter of credit or other instrument that any Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).permitted

Security Deposits. Borrower Borrowers shall keep and hold all security deposits under Leases in accordance deposit into an account with applicable Legal Requirements and at a separately designated account under Borrower’s control at and, to the Clearing Bank extent permitted by Applicable Laws, controlled by Lender (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”)) security deposits under Approved Leases. After As additional security for Borrowers’ performance under the occurrence of an Event of DefaultLoan Documents, Borrower shall, upon Lender’s request, if to the extent permitted by applicable Legal Requirementslaw, turn over each Borrower hereby irrevocably pledges and assigns to Lender the security deposits (and all monies at any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held time deposited in the Security Deposit Subaccount will be released Account, subject to tenant’s rights in and to the deposits under Approved Leases. Provided there is no Default by any Borrower in existence, Borrowers may withdraw funds from the Security Deposit Account for application as permitted under the applicable Approved Lease and to cover any amounts which Borrowers certify in writing to Lender upon notice are recoverable from Borrower together with such evidence as the applicable tenant’s security deposit. Notwithstanding the foregoing, from time to time Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms require an accounting from Borrowers of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted Account, and in the event that Borrowers’ accounting discloses a balance in the Security Deposit Account less than the aggregate amount of security deposits collected (less any amounts legitimately applied in accordance with this Section 9.8), Borrowers shall promptly, but in any event within five (5) Business Days and prior to retain pursuant any further withdrawals from the Security Deposit Account by Lender, fund additional monies into the Security Deposit Account such that no discrepancy remains. Upon satisfaction of the Loan in full, any tenant security deposits held by Lender shall be returned to Borrowers. Upon a Partial Release, any tenant security deposits held by Lender with respect to the Property or Properties subject to the Partial Release shall be returned to Borrowers. In addition, following termination of any Approved Lease, provided a Default does not then exist, any tenant security deposits held by Lender with respect to such terminated Approved Lease may be withdrawn by Borrowers to the extent that Borrowers are obligated to return same to tenant; provided, however, if a Default exists, Borrowers shall not have the right to withdraw such amounts directly, but may request a withdrawal of any tenant security deposits held by Lender with respect to such terminated Approved Lease and Lender shall either (i) make such funds available to Borrowers for return to the applicable provisions of any Lease which has expired tenant or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant return such funds directly to the tenant. Each Borrower hereby represents to and for the benefit of Lender that nothing contained in this Section 9.8 conflicts with the terms of any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)Approved Lease.

Security Deposits. Borrower shall keep immediately upon receipt deliver (and hold with respect to security deposits, letters of credit or other collateral already paid or delivered to Borrower or its predecessor in interest, Borrower is concurrently herewith delivering) to Lender all security deposits deposits, letters of credit or other collateral that it receives (or has received) from time to time from any Tenant as security for the performance by such Tenant of its obligations under Leases its Lease. Lender shall deposit (or shall direct Borrower to deposit directly) any cash to be delivered by Borrower pursuant to the preceding sentence in an escrow account in the name of Lender and, except to the extent required by law or the applicable Lease, such account shall be maintained in accordance with the terms of Section 12.2. Lender shall make such security available to Borrower or the applicable Legal Requirements and at a separately designated account Tenant on or prior to the tenth (10th) Business Day after notice from Borrower to the extent required to comply with obligations owed to such Tenant under the terms of its Lease or to Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and , in the case event of a letter of creditsuch Tenant's default under its Lease, assigned with full power of attorney and executed sight drafts subject to Lender) so that the security deposits 's approval, which approval shall not be commingled with any unreasonably withheld (based on, among other funds of Borrower (such accountthings, the “intended use of such deposit and whether a replacement Lease has been executed). Lender may commingle Security Deposits deposited hereunder and Lender shall not be obligated to segregate, designate or separately account for any specific Security Deposit, except to the extent that Borrower notifies Lender in writing at or prior to the time of any deposit that such Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to segregated by the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)applicable law.

Security Deposits. Borrower shall keep and hold all All security deposits under Leases of tenants, whether held in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (cash or in another Eligible Account at an Eligible Institution) (and in the case of a letter of creditany other form, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower and, if cash, shall be deposited by Borrower at such commercial or savings bank or banks as may be reasonably satisfactory to Lender. Notwithstanding the foregoing, security deposits of tenants which are received by Borrower in cash may be commingled with other funds of Borrower if: (such accounti) permitted by law and (ii) either (A) they do not in the aggregate with respect to all Properties exceed $50,000 at any one time and no Event of Default shall exist, or (B) a bond for the “Security Deposit Account”)full amount thereof is posted in accordance with the provisions of law and the following provisions of this Paragraph 9.D. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under any applicable legal requirements shall be maintained in full force and effect in the full amount of those deposits unless replaced by cash deposits as hereinabove described, shall be issued by an institution reasonably satisfactory to Lender, shall, if permitted pursuant to any legal requirements, name Lender as payee or Lender thereunder (or at Lender's option, be fully assignable to Lender) and shall, in all respects, comply with any applicable legal requirements and otherwise be reasonably satisfactory to Lender. After Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower's compliance with the foregoing. Following the occurrence and during the continuance of an any Event of Default, Borrower shall, upon Lender’s 's request, if permitted by any applicable Legal Requirementslegal requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leaseswith respect to all or any portion of each Individual Property, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the Leases applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)thereto.

Security Deposits. Borrower shall keep 4.2(a.) The LESSEE has deposited with the LESSOR a sum of «Security Deposit Amount» which is equal to the amount of one month’s rental installment (coupons may apply) to guarantee the return of the premises, including carpeting, in as good condition as when initially occupied, reasonable wear and hold all security deposits under Leases in accordance with applicable Legal Requirements tear (not dirt) expected. The LESSEE agrees the deposit is not an advance payment of rent and at a separately designated account under Borrower’s control at does not relieve the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in obligation to pay rent including rent for the case last month of a letter occupancy. At the expiration of creditthe lease term, assigned with full power of attorney and executed sight drafts to Lender) so that LESSOR may apply the security deposits deposit for past due rent, fees, and /or the cost of repairing damage beyond reasonable wear and tear to the Premises. Also, abandonment or vacating of the Premises by LESSEE before the end of the term of the lease shall result in LESSOR deducting damages he/she has incurred from the security deposit. Each LESSEE shall be jointly and severally responsible for all losses incurred by LESSOR occasioned by the tenancy if on a joint lease. LESSEE agrees to provide LESSOR, in writing, a forwarding address upon vacating the Premises. LESSOR agrees to return to the LESSEE the security deposit or whatever part has not been applied in payment of the LESSEE’S obligations under the lease postmarked and returned to the LESSEE within thirty days after expiration of the lease or delivery of possession of the Premises to LESSOR, whichever is last to occur. All deductions will be commingled with itemized in writing by LESSOR. LESSOR may seek damages in excess of the security deposit and LESSEE agrees to reimburse LESSOR for any other rent, fees and/or damages exceeding the security deposit. One check will be issued for the return of the security deposit funds of Borrower (such account, to LESSEE’S on a joint lease and the “check will be issued to all LESSEE’S unless LESSEE’S all agree to designate on LESSEE to whom the check will be issued. A Security Deposit Account”). After in one name form must be completed by all LESSEE’S in order for the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, check to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject issued to the terms of the Leasesone LESSEE. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount This will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).occur provided:

Security Deposits. Each Borrower shall keep and hold keep, or shall cause Manager to keep, all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under such Borrower’s 's control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of such Borrower (such account, the “"Security Deposit Account”"). After the occurrence of an Event of DefaultDuring a Cash Management Period, Borrower Borrowers shall, upon Lender’s 's request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “"Security Deposit Subaccount”") subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower Borrowers together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain Lease or may be applied as Rent pursuant to the rights of Borrower under the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereofLease. Any letter of credit or other instrument that any Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s 's option, be fully assignable to Lender).

Security Deposits. Borrower shall keep and hold all All security deposits under Leases of tenants, whether held in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (cash or in another Eligible Account at an Eligible Institution) (and in the case of a letter of creditany other form, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s requestMortgagor or any other person and, if cash, shall be deposited by Mortgagor at such commercial or savings bank or banks, or otherwise held in compliance with applicable law, as may be reasonably satisfactory to Mortgagee. Any bond or other instrument which Mortgagor is permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower hold in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof applicable legal requirements shall (i) be maintained in full force and effect in the full amount of such deposits unless replaced by a cash deposit deposits as hereinabove described and (ii) described; shall be issued by an institution reasonably satisfactory to Mortgagee; shall, if permitted pursuant to any Legal Requirementsapplicable legal requirements, name Lender Mortgagee as payee or mortgagee thereunder (or or, at Lender’s Mortgagee's option, be assigned or fully assignable to LenderMortgagee; and shall, in all respects, comply with any applicable legal requirements and otherwise be reasonably satisfactory to Mortgagee. Mortgagor shall, upon request, provide Mortgagee with evidence reasonably satisfactory to Mortgagee of Mortgagor's compliance with the foregoing. Upon an Event of Default under this Mortgage, Mortgagor shall, immediately upon Mortgagee's request (if permitted by applicable law), deliver to Mortgagee the security deposits (and any interest previously earned thereon and not disbursed to the person(s) lawfully entitled to receive same) with respect to all or any portion of the Property, to be held by Mortgagee subject to the terns of the Leases.

Security Deposits. To the extent applicable, Borrower shall keep maintain all deposits, security deposits, letters of credit, lease bonds, substitute deposits, credit enhancements and hold all security deposits other like items ("Security Deposits") under or relating to Leases in accordance with applicable Legal Requirements and at a separately designated account ("Security Deposit Account") with Lender or Lender's agent, under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (Lender's sole dominion and control. Borrower shall cause tenants who have delivered Security Deposits in the case form of letters of credit, lease bonds or like items to have such letters of credit, lease bonds or like items amended to provide for Lender as beneficiary thereunder. Lender or Lender's agent may cause all such letters of credit, lease bonds or like items to be held during the term of the Loan by Lender, by Lender's agent or any other Person requested by Lender. Borrower agrees that all future Security Deposits shall be deposited in the Security Deposit Account if in cash or delivered to Lender or Lender's designee in the form of a letter of credit, assigned lease bonds or like items (with full power of attorney and executed sight drafts to Lender) so Lender named as the sole beneficiary thereunder). Borrower agrees that the security deposits shall not be commingled with any Security Deposits and all other funds of Borrower (such account, tenant Security Deposits placed in the “Security Deposit Account”). After Account (i) shall be maintained as required by the occurrence of an Event of Defaultapplicable legal requirements and (ii) shall be returned if and when required by the applicable Leases and legal requirements, provided that, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to shall be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to solely responsible for compliance with the terms of the Leasesapplicable Lease and legal requirements and Lender and Lender's agent shall in no event be liable for any failure of Borrower to so comply. After the occurrence of an Event of Default, All Security Deposits received by Borrower with respect to new Leases or existing Leases (if not already so deposited) shall also deliver to Lender (for deposit promptly be deposited into the Security Deposit Subaccount) Account if in cash, or delivered to Lender or Lender's designee if in the form of a letter of credit, lease bonds or like items (with Lender named as sole beneficiary thereunder). Borrower shall hereafter direct all amounts drawn under any letters of credit held by Borrower in lieu of tenants to make all additional cash security deposits. Security deposits held in Deposit payments directly to the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)Account.

Security Deposits. (a) At all times, Borrower shall keep and hold all maintain one or more (if more than one, only the minimum number required by Legal Requirements) Eligible Accounts in Borrower’s name for the safe keeping of security deposits under Leases in accordance with applicable Legal Requirements (each and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such accountcollectively, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by ) in compliance in all material respects with all applicable Legal RequirementsRequirements and, turn over from and after the commencement of a Trigger Period, as to which Borrower, Lender and the depository bank shall have executed and delivered a Rent Deposit Account Control Agreement. From and after such event, within three (3) Business Days after receipt of any security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Defaultdeposit, Borrower shall also deliver to Lender (for deposit the same into the Security Deposit Subaccount) all amounts drawn under Account (except only as provided below with respect to combined payments). Except only for deposits of de minimis Borrower funds to maintain a minimum balance or to pay fees of the depository bank, Borrower shall insure that no funds of from any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in source shall be deposited into the Security Deposit Subaccount will Account other than security deposits and interest paid thereon, and no funds shall be released by Lender upon notice from Borrower together withdrawn except, in accordance with such evidence as Lender may reasonably request that such Legal Requirements, (i) to pay refunds of security deposit is required deposits, (ii) to be returned pay (or reimburse for payment of) expenses chargeable against security deposits, or (iii) to a tenant pursuant transfer forfeited security deposits to the terms Rent Deposit Account or Cash Management Account. Borrower shall maintain complete and accurate books and records of a Lease. Any funds in all transactions pertaining to security deposits and the Security Deposit Subaccount which Account, with sufficient detail to identify all security deposits separate and apart from other payments received from or by Tenants. Only if Borrower is permitted receives a check or other payment that combines a security deposit together with rent or other amounts owing by a Tenant, then Borrower shall deposit the combined payment into the Rent Deposit Account or Cash Management Account. Promptly thereafter, Borrower shall submit written notice to retain pursuant Lender identifying the applicable combined payment and requesting a distribution of the security deposit amount from the Cash Management Account to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered Security Deposit Account pursuant to Section 5.9.1(a) and Lender shall deposit such Security Deposit to the applicable Account. The security deposits shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied held and disbursed in accordance with the provisions terms of Section 3.5 hereofthe applicable Leases and all Legal Requirements. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit In the event the Tenant under any Lease entered defaults such that the applicable security deposit may be drawn upon on account of such default, the proceeds of such draw shall constitute Collections and Borrower shall immediately deposit the proceeds thereof into after a Rent Deposit Account or the date hereof Cash Management Account. Borrower shall (i) be maintained in full force pay for all expenses of opening and effect in maintaining the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)Security Deposit Accounts.

Security Deposits. Borrower shall keep and hold all security and hold deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After Following the occurrence and during the continuance of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain Lease or may be applied as Rent pursuant to the rights of Borrower under the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereofLease. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).

Security Deposits. Borrower On the Closing Date the Servicer shall keep and hold all security deposits under Leases in accordance deposit to the Advance Payments Account the aggregate amount of Security Deposits held by it as of the Closing Date with applicable Legal Requirements and at a separately designated account under Borrower’s control at respect to the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of creditLeases, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled together with any other funds of Borrower (such account, Security Deposits received by the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject Servicer with respect to the terms of Leases after the LeasesClosing Date. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the The Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits Deposits are held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence Advance Payment Account on behalf of the Users and the Certificateholders, as Lender their interests may reasonably request appear. In the event that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) any User requests that a Security Deposit be maintained in full force and effect in the full amount unless replaced by applied as an offset against such User's payment obligations or Purchase Option Payment under a cash deposit as hereinabove described and Lease or (ii) if permitted pursuant any Lease becomes a Defaulted Lease, the Servicer shall direct the Trustee, on the related Determination Date, to withdraw from the Advance Payment Account and deposit to the Collection Account an amount (the "Offset Amount") equal to the lesser of (a) the amount of such Security Deposit and (b) the amount of all unpaid and remaining Scheduled Payments, Final Lease Payments and Purchase Option Payments not then on deposit in the Collection Account, as payment in respect of, first, any unpaid Scheduled Payments or Final Lease Payments under the related Lease, and second, any unpaid Purchase Option Payment under the related Lease. The Servicer shall not permit any User any offset for its Security Deposit until the Offset Amount is deposited in the Collection Account, as required by this Section 5.14. In no event shall the Trust, the Depositor, the Trustee, the Transferor, or any Certificateholder be liable to any Legal RequirementsUser with respect to the Security Deposits. The Servicer shall indemnify and hold harmless the Trustee and the Certificateholders for any loss, name Lender cost and expense (including legal fees and expenses incurred by such parties in connection with the prosecution of claims made in connection therewith) suffered as payee a result of the Servicer's misappropriation or mortgagee thereunder (or at Lender’s optionmisapplication of any Security Deposit. This right of indemnification shall survive the termination of this Agreement. 45 51 ARTICLE VI. DEPOSITS, be fully assignable to Lender).DISTRIBUTIONS, AND STATEMENTS TO CERTIFICATEHOLDERS

Security Deposits. Borrowers shall, immediately upon receipt, deliver (and with respect to security deposits, letters of credit or other collateral already paid or delivered to any Borrower shall keep and hold or its predecessor in interest, Borrowers are concurrently herewith delivering) to Lender all security deposits deposits, letters of credit or other collateral that it receives (or has received) from time to time from any Tenant as security for the performance by such Tenant of its obligations under Leases its Lease (1) the cash portion of which exceeds $100,000, or (2) the aggregate amount of which (both cash and non-cash portions) exceeds $185,000. Lender shall deposit (or shall direct the applicable Borrowers to deposit directly) any cash to be delivered by any Borrower pursuant to the preceding sentence in an escrow account in the name of Lender and, except to the extent required by law or the applicable Lease, such account shall be maintained in accordance with the terms of Section 12.2 hereof. Lender shall make such security available to Borrowers or the applicable Legal Requirements and at a separately designated account Tenant on or prior to the tenth (10th) Business Day after notice from Borrowers to the extent required to comply with obligations owed to such Tenant under Borrower’s control at the Clearing Bank (terms of its Lease or in another Eligible Account at an Eligible Institution) (and to Borrowers, in the case event of a letter of creditsuch Tenant’s default under its Lease, assigned with full power of attorney and executed sight drafts subject to Lender) so that the security deposits ’s approval, which approval shall not be commingled with any unreasonably withheld (based on, among other funds of Borrower (such accountthings, the “Security Deposit Account”intended use of such deposit and whether a replacement Lease has been executed). After Lender may commingle funds deposited hereunder and Lender shall not be obligated to segregate, designate or separately account for any specific security deposit, except to the occurrence of an Event of Default, extent that any Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by notifies Lender in a Subaccount (the “Security Deposit Subaccount”) subject writing at or prior to the terms time of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for any deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to segregated by the applicable Lease or under applicable law. Notwithstanding the foregoing, (x) Lender shall not acquire a tenant pursuant security interest or Lien in respect of security deposits to the terms of a Lease. Any funds extent that such acquisition would be prohibited by applicable law and (y) to the extent required by law, security deposits shall be maintained within the state in which the Property in question is situate and, if permitted by law, shall be transferred to escrow accounts in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to name of Lender within the applicable provisions of any Lease states (which has expired or has been terminated, cancelled or surrendered escrow accounts shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed maintained in accordance with the provisions terms of Section 3.5 12.2 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).

Security Deposits. Borrower shall keep and hold all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Table of Contents Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).

Security Deposits. Borrower Prior to the Closing with respect to any Individual Premises, Seller shall keep and hold all have the right (i) to apply any security deposits held under Leases at such Individual Premises in respect of defaults by tenants under the applicable Leases only in the event the applicable Lease has been terminated prior to such Closing in accordance with applicable Legal Requirements the provisions of this Agreement and at a separately designated account under Borrower’s control at (ii) to return the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and security deposit of any tenant thereunder who in the case good faith judgment of a letter Seller is entitled to the return of creditsuch deposit pursuant to the terms of its Lease or otherwise by law. At such Closing, assigned with full power of attorney and executed sight drafts Seller shall transfer or cause to Lenderbe transferred or credited (at Seller’s option) so that to Purchaser the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the cash security deposits (and any interest theretofore earned thereonthereon to which the applicable tenant is entitled as part of such cash security deposit) under Leases, to be and turn over any letter of credit held by Lender in a Subaccount (Seller as security under the “Security Deposit Subaccount”) Leases at such Individual Premises then held by Seller and not applied to defaults or returned to tenants as above provided, subject to the terms apportionment of administrative charges pursuant to Section 7(a)(iii) above. To the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under extent any letters of credit held by Borrower in lieu Seller as security under the Leases are non-transferable, Seller shall endeavor to cause such non-transferable letters of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required credit to be returned to a tenant pursuant to the terms re-issued in favor of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to Purchaser (or the applicable provisions Subsidiary Owner) prior to such Closing, provided that Seller’s failure to cause same to be re-issued shall not be a condition precedent to Purchaser’s obligations hereunder. In the case of any Lease such non-assignable letters of credit which has expired or has been terminatedare not replaced, cancelled or surrendered after such Closing, Seller shall be paid to Lender and transferred hold such non-assignable letters of credit in escrow for the benefit of Purchaser and, upon written request by Lender into the Rollover Reserve SubaccountPurchaser, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any draw down on any such letter of credit or other instrument that Borrower receives in lieu and deliver the proceeds of a cash security deposit under any Lease entered into after the date hereof such draw down to Purchaser. Purchaser shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant indemnify Seller with respect to any Legal Requirementsjudgments, name Lender suits, claims, demands, liabilities and obligations and related costs and expenses (including reasonable attorneys’ fees) arising out of Seller’s draw down and delivery of the proceeds of such letters of credit as payee or mortgagee thereunder directed by Purchaser. Seller shall use reasonable efforts to cause such non-transferable letters of credit to be re-issued in favor of Purchaser (or at Lender’s optionthe applicable Subsidiary Owner) post-Closing for such Individual Premises and Seller shall reasonably cooperate with Purchaser post-Closing for such Individual Premises to arrange such transfers, be fully assignable to Lender)if any. The provisions of this Section 10(b) shall survive the Closing.

Security Deposits. Borrower If the Senior Loan has been paid-in-full, Borrowers shall keep and hold cause the Property Owners, immediately upon receipt, to deliver to Lender all security deposits, letters of credit or other collateral that it receives from time to time, including any security deposits returned to Property Owners by Senior Lender upon repayment of the Senior Loan, from any Tenant as security for the performance by such Tenant of its obligations under Leases its Lease (1) the cash portion of which exceeds $100,000 or (2) the aggregate amount of which (both cash and non-cash portions) exceeds $185,000. In such an event, Lender shall deposit (or shall direct the Borrowers to cause the applicable Property Owner to deposit directly) any cash to be delivered by any Property Owner pursuant to the preceding sentence in an escrow account in the name of Lender and, except to the extent required by law or the applicable Lease, such account shall be maintained in accordance with the terms of Section 12.2 hereof. Lender shall make such security available to Property Owners or the applicable Legal Requirements and at a separately designated account Tenant on or prior to the tenth (10th) Business Day after notice from Property Owners to the extent required to comply with obligations owed to such Tenant under Borrower’s control at the Clearing Bank (terms of its Lease or in another Eligible Account at an Eligible Institution) (and to Property Owners, in the case event of a letter of creditsuch Tenant’s default under its Lease, assigned with full power of attorney and executed sight drafts subject to Lender) so that the security deposits ’s approval, which approval shall not be commingled with any unreasonably withheld (based on, among other funds of Borrower (such accountthings, the “Security Deposit Account”intended use of such deposit and whether a replacement Lease has been executed). After Lender may commingle funds deposited hereunder and Lender shall not be obligated to segregate, designate or separately account for any specific security deposit, except to the occurrence of an Event of Default, extent that any Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and or any interest theretofore earned thereon) under Leases, to be held by Property Owner notifies Lender in a Subaccount (the “Security Deposit Subaccount”) subject writing at or prior to the terms time of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for any deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to segregated by the applicable Lease or under applicable law. Notwithstanding the foregoing, (x) Lender shall not acquire a tenant pursuant security interest or Lien in respect of security deposits to the terms of a Lease. Any funds extent that such acquisition would be prohibited by applicable law and (y) to the extent required by law, security deposits shall be maintained within the state in which the Property in question is situate and, if permitted by law, shall be transferred to escrow accounts in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to name of Lender within the applicable provisions of any Lease states (which has expired or has been terminated, cancelled or surrendered escrow accounts shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed maintained in accordance with the provisions terms of Section 3.5 12.2 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).

Security Deposits. Borrower shall keep and hold all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”)Borrower. After Upon the occurrence and during the continuance of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease or may be applied as Rent pursuant to the rights of Borrower under the applicable Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 3.6 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (ia) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (iib) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).

Security Deposits. Borrower shall keep and hold all security deposits under Leases Upon the execution of this Lease, Tenant agrees to deposit with Landlord, in accordance with applicable Legal Requirements and at a separately designated account under Borroweraddition to the first month’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institutionrent pursuant to Section 3(b) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such accountabove, the “Security Deposit Account”). After the occurrence additional sum of an Event of Defaulteleven thousand, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits four hundred thirty-seven dollars and 02/100 Dollars (and any interest theretofore earned thereon$11,437.02) under Leases, to be held by Lender in a Subaccount Landlord as security for the faithful performance of all the terms and conditions of this Lease (the “Security Deposit SubaccountDeposit”) subject to ). If, during the terms Term of this Lease, the Leases. After required monthly installments of Minimum Annual Rent and/or Additional Rent are increased, the occurrence amount of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower shall be increased in lieu of cash security deposits. Security deposits held proportion to such increase if Landlord so requests, and Tenant shall deposit with the Landlord the increase in the Security Deposit Subaccount will be released by Lender promptly upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to demand therefor. Should the Tenant breach any of the terms and conditions of a Lease. Any funds in this Lease (subject to applicable notice and cure periods), Landlord shall have the right, at any time and from time to time, to apply the Security Deposit Subaccount which Borrower or any part thereof, for the purpose of curing any such default or for the purpose of reimbursing Landlord for any damage or reasonable costs occasioned by such default, but the right of Landlord to apply the Security Deposit shall not affect any other remedies available to Landlord under this Lease or under applicable law. If the Security Deposit, or any part thereof, is permitted so applied by Landlord, Tenant shall within five (5) days after demand, deposit funds with Landlord to retain pursuant restore the Security Deposit, and failure to do so shall constitute a default under this Lease. If the Tenant shall have faithfully complied with all the terms and conditions of this Lease, the Security Deposit (without interest) shall be refunded to Tenant within thirty (30) days after the expiration or sooner determination of this Lease; provided, however, that Tenant first shall have vacated the Leased Space and surrendered possession thereof to the applicable provisions Landlord by delivery of any Lease which has expired or has been terminatedkeys, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the Lease provisions of Section 3.5 and shall have returned the Leased Space to Landlord in accordance with the terms hereof. Any letter Nothing herein contained shall require Landlord to hold the sums so deposited as a trust fund, nor establish any relationship other than that of credit debtor and creditor with respect to said funds so deposited. If Landlord shall assign or otherwise transfer its interest in this Lease, Landlord shall have the right to transfer the Security Deposit to the assignee or other instrument that Borrower receives in lieu transferee of a cash security deposit under any Lease entered into after the date hereof shall such interest (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant with like right of transfer to any Legal Requirementssubsequent assignee or other transferee) and upon such transfer, name Lender as payee Landlord shall be released and relieved from all liability and/or responsibility with respect to this Security Deposit and/or the return or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)application thereof.

Security Deposits. Borrower shall keep and hold all At Closing, (i) Seller shall, at Seller’s option, either deliver to Purchaser any refundable security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such accountcollectively, the “Security Deposit AccountDeposits”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be actually held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant Seller pursuant to the terms Leases or credit to the account of a Lease. Any funds Purchaser the amount of such Security Deposits (to the extent such Security Deposits have not been applied against delinquent Rents as provided in the Leases, and further provided Seller shall not apply any Security Deposit Subaccount which Borrower is permitted Deposits for the month of Closing), and (ii) Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain pursuant such refundable cash and deposits. At Closing, Seller shall assign to Purchaser any outstanding Letters of Credit or other non-cash Security Deposits and will sign the LOC Transfer Documents, if applicable. Following the Closing, Purchaser shall submit the LOC Transfer Documents to the applicable provisions financial institutions. Seller shall cooperate reasonably with Purchaser’s efforts to accomplish the transfer or reissuance of any Lease which has expired or has been terminatedthe Letters of Credit in Purchaser’s name. In addition and upon five (5) business days after Seller’s receipt of written request from Purchaser, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof Seller shall (i) be maintained present any applicable Letters of Credit for payment prior to the date on which the transfer of such Letter of Credit has been completed in full force and effect in connection with a default by the full amount unless replaced by a cash deposit as hereinabove described applicable tenant under its Lease and (ii) if permitted pursuant deliver such drawn amounts received by Seller, in full, to Purchaser; provided that Purchaser indemnifies Seller, in a form reasonably satisfactory to Purchaser and Seller, with respect to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)liability Seller may incur in connection with such draw down.

Security Deposits. Borrower Landlord acknowledges receipt from Tenant of $_____________________________________________, which sum shall keep and hold all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender Landlord as security for the performance by Tenant of all terms, conditions, stipulations, promises, covenants and agreements provided for by Tenant to be kept and performed in a Subaccount (this Rental Agreement, as well as security for the “Security Deposit Subaccount”) subject return by Tenant to the terms Landlord of the Leases. After Leased Premises and the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed personal property therein contained in accordance with the provisions terms of Section 3.5 hereofthis Rental Agreement. Further, with respect to said security, except as otherwise required or provided in the Act, both parties hereto agree as follows: a. In the event of default by Tenant under this Rental Agreement, then and in such event, Landlord may retain the security deposit or a portion thereof and apply it toward the actual damage sustained by Landlord by reason of Tenant's default. However, under no circumstances shall Landlord be deprived of any other remedy the law may furnish or agreed upon in this Rental Agreement, regardless of retention by Landlord of said deposit; b. Landlord shall not pay any interest to Tenant on account of holding said security deposit nor shall any part thereof ever be intended or construed to be applied as rent. Further, Landlord may use or invest said security deposit at its discretion, if Landlord maintains a reasonable reserve for refunding such deposits, c. Tenant hereby agrees that at the conclusion or earlier termination of this Rental Agreement any fee incurred by Landlord for carpet cleaning, extraordinary maintenance or necessary repair beyond normal wear and tear shall be deducted from the security deposit. The Leased Premises, including its walls and carpet, must be returned to Landlord clean and free of trash and debris and in good condition, with the carpet, all appliances, and fixtures clean and suitable for use, normal wear and tear excepted. Accordingly, it is hereby expressly understood and agreed by Xxxxxx that xxxxx, stains, pet soiling or other excessive soiling are not normal wear and tear. It is agreed and acknowledged that Tenant shall pay a cleaning fee and carpet cleaning fee at the end of the lease term and Landlord shall deduct it from the security deposit. Further, any unpaid charges, damage to the Leased Premises and all repairs Landlord deems necessary due to any such damage will be deducted from the security deposit. If Xxxxxx fails to return all keys to the Leased Premises upon the expiration of the Rental Agreement, Landlord may re-key the Leased Premises at Tenant's expense. d. Xxxxxxxx will return any sums due to Tenant from the security deposit along with an itemized statement of deductions from the security deposit, by U.S. Mail, first class postage prepaid, to Tenant within sixty (60) days of the Rental Agreement expiration date or date of termination of the tenancy. In the event deductions against the security deposit exceed the amount of the security deposit, the excess balance owed by Tenant shall promptly become due and payable from the Tenant. If Tenant fails to provide a valid forwarding address, Landlord will mail, by first class U.S. Mail postage prepaid, the deposit or itemized accounting of deductions, or both, to the last known address of Tenant or, if none, to Tenant at the address of the Leased Premises. Any letter deposit unclaimed by Tenant as well as any check outstanding shall be forfeited by Tenant after a period of credit 90 days. Upon expiration of Rental Agreement or termination of the tenancy, unpaid rent and other instrument that Borrower receives in lieu charges bear interest at the rate of a cash security deposit under any Lease entered into after the date hereof shall twelve percent (i12%) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)per annum.

Security Deposits. Borrower shall keep and hold all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s 's control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”"SECURITY DEPOSIT ACCOUNT"). After Upon the occurrence and during the continuance of an Event of Default, Borrower shall, upon Lender’s 's request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”"SECURITY DEPOSIT SUBACCOUNT") subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms teens of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain Lease or may be applied as Rent pursuant to the rights of Borrower under the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereofLease. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s 's option, be fully assignable to Lender).

Security Deposits. Borrower Purchaser shall keep not receive a credit at Closing for any of the Security Deposits, but at Closing each Seller shall pay to Purchaser in cash an amount equal to all cash Security Deposits being held by such Seller, such Seller’s managing agent or any other Person under the Leases at such Seller’s Properties. The Sellers shall be entitled to retain all Security Deposits or other such credits due Tenants for which Purchaser receives credit or payment, and hold all for which the Sellers are charged, pursuant to this Section 5.5.3. Sellers agree not to apply any Security Deposits held as of the Effective Date under Leases on account of arrearages existing as of the Effective Date. If any security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and are in the case form of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits Seller shall not be commingled with any other funds of Borrower assign (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with extent such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu is assignable without the consent of a cash security deposit under any Lease entered into after the date hereof shall (iits issuer) be maintained in full force and effect its interest in the full amount letter of credit to Purchaser and deliver the original letter of credit to Purchaser at Closing. All costs to assign such letter of credit shall, unless replaced payable by the Tenant, be borne by Purchaser. If Seller is unable to provide for the transfer of Seller’s interest in any letter of credit at or prior to Closing, then (a) Seller shall, at Purchaser’s request prior to Closing, request from the issuer of such letter of credit the required documentation in order to allow Seller and Purchaser to prepare, execute and WRIT MOB - Transaction III submit such documentation for transfer of such letter of credit as quickly as possible after Closing; (b) Seller shall continue to cooperate with Purchaser in arranging for the assignment to Purchaser of the beneficiary’s interest under such letter of credit (or the re-issuance to Purchaser of such letter of credit) promptly following the Closing, and (c) if requested by Purchaser upon the default by a cash deposit as hereinabove described tenant under its Lease, Seller shall present the letter of credit, together with a draw request prepared by Purchaser, for payment and Seller shall pay the proceeds to Purchaser and Purchaser shall indemnify Seller for, and shall defend Seller and hold Seller harmless against, any and all claims, losses, liabilities, costs or expenses (iiincluding reasonable attorneys’ fees and disbursements) if permitted pursuant actually incurred by Seller which were directly caused in connection such presentment. This Section 5.3.3 obligation shall survive Closing, and Section 9.8 is not applicable to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)such indemnification obligation.

Security Deposits. Borrower shall keep and hold all security deposits actually paid to Borrower under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s 's control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, credit received after the date hereof; assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “"Security Deposit Account”"). After the occurrence of an Event of DefaultDefault which is continuing, Borrower shall, upon Lender’s 's request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “"Security Deposit Subaccount”") subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain Lease or may be applied as Rent pursuant to the rights of Borrower under the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereofLease. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount required by the applicable Lease unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s 's option, be fully assignable to Lender).

Security Deposits. Borrower The Tenant has deposited $ with the Landlord as a security deposit. This security deposit shall keep be held by the Landlord as security for the Landlord against any loss or damage caused or allowed by the Tenant, the Tenant’s household members, and/or the Tenant’s guests. The Tenant understands that the Tenant’s liability for loss and/or damage is not limited to the amount of the security deposit, and hold that any amount of loss and/or damage in excess of the security deposit is an obligation of the Tenant. Except as limited by applicable statute or regulation, “loss” as used herein, includes, but is not limited to, all security deposits under Leases rent delinquency, late charges, rekeying expenses, loss of use, reasonable attorney fees and court costs incurred in accordance with applicable Legal Requirements any successful legal proceeding brought by Landlord to recover possession of the dwelling unit, waste or misuse of utilities and/or services, hauling and at a separately designated account under Borrowerstorage expenses for Tenant’s control at personal property, including automobiles, the Clearing Bank (or improper impairment of Landlord’s business operations, expenses involved in another Eligible Account at an Eligible Institution) (hauling and storing the next occupant’s furnishings and providing substitute living quarters for same in the case event of a letter of creditTenant holdover, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds expense, charge or government fine incurred by Landlord as a result of Borrower (such accountany violation of this Lease, improper use of the dwelling unit or its appurtenances, or negligence on the part of Tenant, Tenant’s household members, Tenant’s guests and/or any other person under Tenant’s control. “Damages,” as used herein, includes, but is not limited to, the “Security Deposit Account”)destruction, damaging, removal, impairment and devaluation of property, reasonable wear and tear excepted, and also includes any remodeling, alterations or modifications made by Tenant without the prior written consent of Landlord. The Landlord will hold this security deposit for the period the Tenant occupies the unit. After the occurrence Tenant has moved from the unit, the Landlord will determine whether the Tenant is eligible for a refund of an Event any or all of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms deposit. The amount of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount refund will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed determined in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force following conditions and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)procedures.

Security Deposits. Borrowers shall, immediately upon receipt, deliver (and with respect to security deposits, letters of credit or other collateral already paid or delivered to any Borrower shall keep and hold or its predecessor in interest, Borrowers are concurrently herewith delivering) to Lender all security deposits deposits, letters of credit or other collateral that it receives (or has received) from time to time from any Tenant as security for the performance by such Tenant of its obligations under Leases its Lease (1) the cash portion of which exceeds $100,000, or (2) the aggregate amount of which (both cash and non-cash portions) exceeds $185,000. Lender shall deposit (or shall direct the applicable Borrowers to deposit directly) any cash to be delivered by any Borrower pursuant to the preceding sentence in an escrow account in the name of Lender and, except to the extent required by law or the applicable Lease, such account shall be maintained in accordance with the terms of Section 12.2 hereof. Lender shall make such security available to Borrowers or the applicable Legal Requirements and at a separately designated account Tenant on or prior to the tenth (10th) Business Day after notice from Borrowers to the extent required to comply with obligations owed to such Tenant under Borrower’s control at the Clearing Bank (terms of its Lease or in another Eligible Account at an Eligible Institution) (and to Borrowers, in the case event of a letter of creditsuch Tenant's default under its Lease, assigned with full power of attorney and executed sight drafts subject to Lender) so that the security deposits 's approval, which approval shall not be commingled with any unreasonably withheld (based on, among other funds of Borrower (such accountthings, the “Security Deposit Account”intended use of such deposit and whether a replacement Lease has been executed). After Lender may commingle funds deposited hereunder and Lender shall not be obligated to segregate, designate or separately account for any specific security deposit, except to the occurrence of an Event of Default, extent that any Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by notifies Lender in a Subaccount (the “Security Deposit Subaccount”) subject writing at or prior to the terms time of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for any deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to segregated by the applicable Lease or under applicable law. Notwithstanding the foregoing, (x) Lender shall not acquire a tenant pursuant security interest or Lien in respect of security deposits to the terms of a Lease. Any funds extent that such acquisition would be prohibited by applicable law and (y) to the extent required by law, security deposits shall be maintained within the state in which the Property in question is situate and, if permitted by law, shall be transferred to escrow accounts in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to name of Lender within the applicable provisions of any Lease states (which has expired or has been terminated, cancelled or surrendered escrow accounts shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed maintained in accordance with the provisions terms of Section 3.5 12.2 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).