Common use of Tenant Deposits Clause in Contracts

Tenant Deposits. All tenant security deposits as set forth in the Leases and not theretofore applied to tenant obligations under and in accordance with the terms of the applicable Lease (and any interest thereon if required by law or the applicable Lease) shall be transferred or credited to Purchaser at Closing or placed in escrow if required by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits are in the form of a letter of credit, Seller shall as of Closing either (i) cause Purchaser to be named as the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of such letter of credit to Purchaser, or (ii) deposit in escrow with the Title Company an amount equal to the stated amount of such letter of credit, which escrow deposit shall be released upon satisfaction of the condition in clause (i). As of Closing Purchaser shall assume Seller’s obligations related to tenant security deposits to the extent so credited or transferred to Purchaser. Purchaser shall provide a receipt for tenant security deposits actually transferred to Purchaser by Seller and Purchaser will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits so credited or transferred and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenants. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits on or prior to Closing and will reimburse Purchaser’s for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Purchaser’s as a result of any such claims or demands by tenants.

Tenant Deposits. All tenant and licensee security deposits as set forth in the Leases collected and not theretofore applied to tenant obligations under and in accordance with the terms of the applicable Lease by AFE, PXR, PXURA or PXLA (and any interest thereon if required by law or contract) as of the applicable Lease) Closing Date shall be retained by AFE, PXR, PXURA or PXLA at Closing. As of the Closing, AFE, PXR, PXURA and PXLA shall retain their obligations related to tenant and licensee security deposits, but only to the extent the security deposits are retained by AFE, PXR, PXURA and PXLA at Closing. Notwithstanding the foregoing provisions of this Section 8.8, deposits in the form of letters of credit will not be transferred or credited to at the Closing. All letters of credit will remain in the name of AFE, PXR, PXURA and PXLA at Closing. Purchaser at Closing or placed in escrow if required by law; provided that with respect to any previously applied security deposits, and Seller shall provide evidence each pay one-half (1/2) of such application in accordance with the applicable Lease reasonably satisfactory costs and expenses, if any, of delivering the letters of credit to Purchaser; and provided further . In the event that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits are in the form of to a letter of credit, Seller shall as of Closing either (i) cause Purchaser to be named as the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of any such letter of credit to Purchaser, Purchaser deems it advisable to cause AFE, PXR, PXURA or (ii) deposit PXLA to draw on the same, Seller will cooperate in escrow with such presentation, and direct payment by virtue of any such presentation to AFE, PXR, PXURA or PXLA, and if Seller receives any such payment it will promptly deliver such payment in the Title Company an amount equal form received and endorsed, without recourse, to the stated amount Purchaser on behalf of such letter of creditAFE, which escrow deposit shall be released upon satisfaction of the condition in clause (i). As of Closing Purchaser shall assume Seller’s obligations related to tenant security deposits to the extent so credited PXR, PXURA or transferred to PurchaserPXLA. Purchaser shall provide a receipt for tenant security deposits actually transferred to Purchaser by Seller and Purchaser will indemnify, defend, indemnify and hold Seller harmless from all claims, causes of actions, actions, damages, costs, liabilities and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits so credited or transferred and will reimburse Seller for all expenses, including (without limitation) reasonable attorneys’ fees incurred or fees, that may be incurred as a result arise out of any such claims presentation or demands as well as for all lossrelated payment, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred than by Seller as a result reason of any such claims or demands by tenantsactions of Seller other than at the written direction of Purchaser. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of If any security deposits on deposit is held in a form other than cash or prior a letter of credit, for example, debt or equity securities, at Closing, such debt or equity securities shall continue to Closing and will reimburse Purchaser’s for all reasonable attorneys’ fees incurred be held by AFE or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Purchaser’s as a result of any such claims or demands by tenantsthe applicable Subsidiary.

Tenant Deposits. All tenant The unapplied portion of any Tenant Deposits as of the date of the Rent Roll that have been paid to the owner of each Property or are held by agents of the owner of each Property on its behalf (or that were deposited with any predecessor in interest to the owner to the extent the predecessor has turned over security deposits as set forth in to the Leases and not theretofore applied to tenant obligations under and in accordance with owner or given the terms of the applicable Lease (and owner a credit therefor) by any interest thereon if required by law Tenants or the applicable Lease) shall be transferred or credited to Purchaser at Closing or placed in escrow if required by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits contractors are in the form of cash, except for any letters of credit or other similar instruments set forth in Schedule 2.7 of the Disclosure Schedule. To the extent any Tenant Deposits are held by Seller or a letter Subsidiary or any security deposit has been applied in violation of creditSection 6.1(r), Seller shall shall, as applicable, pay to Purchaser, in cash, or credit against the Purchase Price the aggregate amount of any such Tenant Deposits (or transfer any letters of credit or other non-cash Tenant Deposits) and the amount applied in violation of Section 6.1(r). Purchaser hereby indemnifies and agrees to defend Seller and the Seller Parties for, and agrees to defend and hold Seller and the Seller Parties harmless from and against, any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) imposed upon or incurred by Seller and Seller Parties with respect to the Tenant Deposits actually paid over or assigned to Purchaser pursuant to this Section, or with respect to the application thereof by Purchaser subsequent to Closing. Seller will be entitled to retain as its property its percentage of any interest accrued on any Tenant Deposits prior to Closing either (i) cause Purchaser except to the extent such interest is required to be named as paid to any Tenants pursuant to their respective Leases or the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of depositing contractor. Seller will use its reasonable efforts to cause all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of such letter letters of credit to Purchaser, be assigned or (ii) deposit in escrow with the Title Company an amount equal to the stated amount of such letter of credit, which escrow deposit shall be released upon satisfaction of the condition in clause (i). As of Closing Purchaser shall assume Seller’s obligations related to tenant security deposits to the extent so credited or transferred to Purchaser. Purchaser shall provide a receipt for tenant security deposits actually transferred re-issued to Purchaser by Seller and Purchaser will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants arising out of at the transfer or disposition of any security deposits so credited or transferred and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenants. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits on or prior to Closing and will reimburse Purchaser’s for all reasonable attorneys’ fees incurred or that may continue to assist Purchaser after the closing to cause such letters of credit to be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Purchaser’s as a result of any such claims or demands by tenantsre-issued if they are not assignable.

Tenant Deposits. All tenant security deposits as set forth in the Leases deposited by Tenants and not theretofore applied to tenant obligations of such Tenants under and in accordance with the terms of the applicable Lease (and any interest thereon if required by law or the applicable Lease) Leases shall be transferred or credited to Purchaser at Closing or placed in escrow if required by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits are in the form of a letter of credit, Seller shall as of Closing either (i) cause Purchaser to be named as the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of such letter of credit to Purchaser, or (ii) deposit in escrow with the Title Company an amount equal to the stated amount of such letter of credit, which escrow deposit shall be released upon satisfaction of the condition in clause (i)laws. As of Closing the Closing, Purchaser shall assume Seller’s obligations related to tenant Tenant security deposits to the extent so transferred or credited or transferred to Purchaser. Purchaser shall provide a receipt for tenant security deposits actually transferred to Purchaser by Seller and at Closing. Purchaser will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants Tenants arising out of the transfer application or disposition by Purchaser after Closing of any security deposits so transferred or credited or transferred to Purchaser at Closing and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenantsTenants. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of In the transfer or disposition case of any security deposits on or prior held by Seller in the form of letters of credit, such letters of credit, to Closing and will reimburse Purchaserthe extent permitted by the terms thereof, shall be assigned to Purchaser at the Closing, at Seller’s for all reasonable attorneys’ fees incurred or that may be incurred as a result expense. In the case of any such claims or demands as well as for all lossletters of credit which by their terms are not assignable, expenses, verdicts, judgments, settlements, interest, costs Seller shall cause the applicable Tenant(s) to replace such letters of credit with ones which are assignable to Purchaser. This section shall survive the Closing and other expenses incurred or that may be incurred by Purchaser’s as a result shall not merge into any documents of any such claims or demands by tenantsconveyance delivered at Closing.

Tenant Deposits. All The tenant security deposits received by Seller as set forth in the Leases on Schedule 4 attached hereto (and interest thereon if required by law or contract to be earned thereon) and not theretofore applied to tenant obligations under and the Leases in accordance with the terms of the applicable Lease (and any interest thereon if required by law or the applicable Lease) Leases shall be transferred or credited to Purchaser Buyer at Closing the Close of Escrow or placed in escrow if required by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits are in the form of a letter of credit, Seller shall as of Closing either (i) cause Purchaser to be named as the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of such letter of credit to Purchaser, or (ii) deposit in escrow with the Title Company an amount equal to the stated amount of such letter of credit, which escrow deposit shall be released upon satisfaction of the condition in clause (i). As of Closing Purchaser the Close of Escrow, Buyer shall assume Seller’s obligations related to tenant security deposits transferred or credited to the extent so credited or transferred to PurchaserBuyer (“Transferred Security Deposits”). Purchaser shall provide a receipt for tenant security deposits actually transferred to Purchaser by Seller and Purchaser Xxxxx will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits so credited or transferred Transferred Security Deposits and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenants. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of If any security deposits on are in the form of a letter of credit, Seller’s obligation to deliver or prior credit such deposit shall be satisfied by the delivery by Seller, as of the Close of Escrow, of the original letter of credit into Escrow, and execute and deliver into Escrow at Closing such other instruments as the issuer of such letter of credit shall reasonably require in order to Closing and will reimburse Purchaser’s for all reasonable attorneys’ fees incurred or that may cause the named beneficiary under such letter of credit to be incurred as a result changed to Buyer. All costs of the assignment of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may letter of credit shall be incurred paid by Purchaser’s as a result of any such claims or demands by tenantsXxxxxx.

Tenant Deposits. All tenant security deposits as set forth in the Leases deposited by Tenants (and interest thereon if required by applicable laws or contract to be earned thereon) and not theretofore applied to tenant obligations of such Tenants under and in accordance with the terms of the applicable Lease (and any interest thereon if required by law or the applicable Lease) Leases shall be transferred or credited to Purchaser at Closing or placed in escrow if required by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits are in the form of a letter of credit, Seller shall as of Closing either (i) cause Purchaser to be named as the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of such letter of credit to Purchaser, or (ii) deposit in escrow with the Title Company an amount equal to the stated amount of such letter of credit, which escrow deposit shall be released upon satisfaction of the condition in clause (i)laws. As of Closing the Closing, Purchaser shall assume Seller’s 's obligations related to tenant Tenant security deposits to the extent so transferred or credited or transferred to Purchaser. Purchaser shall provide a receipt for tenant security deposits actually transferred to Purchaser by Seller and at Closing. Purchaser will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants Tenants arising out of the transfer or disposition of any security deposits so transferred or credited or transferred to Purchaser at Closing and will reimburse Seller for all reasonable attorneys’ ' fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenantsTenants. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of In the transfer or disposition case of any security deposits on or prior held by Seller in the form of letters of credit, such letters of credit, to Closing and will reimburse Purchaser’s for all reasonable attorneys’ fees incurred or that may the extent permitted by the terms thereof, shall be incurred as a result assigned to Purchaser at the Closing. In the case of any such claims 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, if all such replacement letters of credit are not obtained prior to the Closing, Seller shall deliver such nonassignable letters of credit to Purchaser; shall continue to use reasonable efforts to cause the letters of credit to be reissued to Purchaser and shall use reasonable efforts to assist Purchaser in enforcing its rights with respect to such letters of credit. Seller hereby agrees and covenants that it shall file all tax returns and reports required to be filed prior to the Closing, and shall reasonably cooperate with Purchaser in the filing of tax reports or demands as well as returns which are to be filed by Purchaser with respect to the Property for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Purchaser’s as a result of any such claims or demands by tenantsthe fiscal year in which the Closing occurs.

Tenant Deposits. All tenant The unapplied portion of any Tenant Deposits as of the date hereof have been paid to Seller (or that were deposited with any predecessor in interest to Seller to the extent the predecessor has turned over security deposits as to Seller or given Seller a credit therefor) by any Tenants or contractors are set forth in the Leases and not theretofore applied to tenant obligations under and in accordance with the terms of the applicable Lease (and any interest thereon if required by law or the applicable Lease) shall be transferred or credited to Purchaser at Closing or placed in escrow if required by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of Schedule 2.5. All such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Tenant Deposits are in the form of a letter of creditcash. To the extent any Tenant Deposits are held by Seller, Seller shall as of Closing either (ia) cause Purchaser to be named as the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of such letter of credit pay to Purchaser, in cash, or credit against the Purchase Price the aggregate amount of any such Tenant Deposits, or (iib) deposit in escrow with the Title Company an amount equal assign to the stated amount Purchaser any letters of credit or other similar instruments comprising such letter of credit, which escrow deposit Tenant Deposits. Seller shall be released upon satisfaction of the condition in clause (i). As of Closing Purchaser shall assume Seller’s obligations related not apply any Tenant Deposits prior to tenant security deposits to the extent so credited or transferred to PurchaserClosing. Purchaser shall provide a receipt for tenant security deposits actually transferred hereby indemnifies and agrees to Purchaser by defend Seller and Purchaser will indemnifythe Seller Parties for, defend, and agrees to defend and hold Seller and the Seller Parties harmless from and against against, any and all demands claims, liabilities, reasonable costs and claims made by tenants arising out of the transfer or disposition of any security deposits so credited or transferred and will reimburse Seller for all expenses (including, without limitation, reasonable attorneys’ fees incurred and disbursements) imposed upon or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims and Seller Parties with respect to the Tenant Deposits actually paid over or demands assigned to Purchaser pursuant to this Section, or with respect to the application thereof by tenantsPurchaser subsequent to Closing. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition be entitled to retain as its property its percentage of any security deposits interest accrued on or any Tenant Deposits prior to Closing and will reimburse Purchaser’s for all reasonable attorneys’ fees incurred except to the extent such interest is required to be paid to any Tenants pursuant to their respective Leases or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Purchaser’s as a result of any such claims or demands by tenantsthe depositing contractor. The indemnity contained in this Section 2.5 shall survive Closing indefinitely.

Tenant Deposits. All tenant The unapplied portion of any Tenant Deposits as of the date of the Rent Roll that have been paid to the owner of each Property or are held by agents of the owner of each Property on its behalf (or that were deposited with any predecessor in interest to the owner to the extent the predecessor has turned over security deposits as set forth in to the Leases owner or given the owner a credit therefor) by any Tenants or contractors are disclosed on the Rent Roll and not theretofore applied to tenant obligations under and in accordance with the terms of the applicable Lease (and any interest thereon if required by law or the applicable Lease) shall be transferred or credited to Purchaser at Closing or placed in escrow if required by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of all such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Tenant Deposits are in the form of cash, except for any letters of credit or other similar instruments set forth in Schedule 2.7. To the extent any Tenant Deposits are held by Seller or a letter Subsidiary other than a Partnership or its subsidiaries or any security deposit has been applied in violation of creditSection 6.1(u), Seller shall as of Closing either (ia) cause Purchaser to be named as the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of such letter of credit pay to Purchaser, in cash, or credit against the Purchase Price the aggregate amount of any such Tenant Deposits and the amount applied in violation of Section 6.1(u), or (iib) deposit if applicable, assign to Purchaser the bank accounts with respect to, or any letters of credit or other similar instruments comprising, such Tenant Deposits and the amount applied in escrow with the Title Company an amount equal to the stated amount violation of such letter of credit, which escrow deposit shall be released upon satisfaction of the condition in clause (iSection 6.1(u). As of Closing Purchaser shall assume Seller’s obligations related to tenant security deposits ; and to the extent so credited or transferred to Purchaserany Tenant Deposits are held by a Partnership, they will be retained by the Partnership. Purchaser shall provide a receipt for tenant security deposits actually transferred hereby indemnifies and agrees to Purchaser defend Seller and the Seller Parties for, and agrees to defend and hold Seller and the Seller Parties harmless from and against, any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) imposed upon or incurred by Seller and Seller Parties with respect to the Tenant Deposits actually paid over or assigned to Purchaser will indemnifypursuant to this Section, defend, and hold Seller harmless from and against all demands and claims made or with respect to the application thereof by tenants arising out of the transfer or disposition of any security deposits so credited or transferred and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenantsPurchaser subsequent to Closing. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition be entitled to retain as its property its percentage of any security deposits interest accrued on or any Tenant Deposits prior to Closing and will reimburse Purchaser’s for all reasonable attorneys’ fees incurred except to the extent such interest is required to be paid to any Tenants pursuant to their respective Leases or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Purchaser’s as a result of any such claims or demands by tenantsthe depositing contractor.

Tenant Deposits. All tenant security deposits as set forth in the Leases actually received by Seller (and interest thereon if required by law or contract to be earned thereon) and not theretofore applied to tenant obligations under and in accordance with the terms of the applicable Lease (and any interest thereon if required by law or the applicable Lease) Leases shall be transferred or credited to Purchaser Buyer at Closing the Close of Escrow or placed in escrow if required by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits are in the form of a letter of credit, Seller shall as of Closing either (i) cause Purchaser to be named as the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of such letter of credit to Purchaser, or (ii) deposit in escrow with the Title Company an amount equal to the stated amount of such letter of credit, which escrow deposit shall be released upon satisfaction of the condition in clause (i). As of Closing Purchaser the Close of Escrow, Buyer shall assume Seller’s obligations related to tenant security deposits that are actually transferred or credited to Buyer at the extent so credited or transferred Close of Escrow. Solely with respect to Purchaser. Purchaser shall provide a receipt for tenant security deposits that are actually transferred or credited to Purchaser by Seller and Purchaser Buyer at the Close of Escrow, Buyer will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits so credited or transferred and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenants. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of If any security deposits on are in the form of a letter of credit, Seller’s obligation to deliver or credit such deposit shall be satisfied by the delivery by Seller of the original letter of credit to Buyer. Seller shall cooperate with Buyer to transfer any such letters of credit, including signing any assignment document requested by the issuer and presented to Seller prior to Closing and will reimburse Purchaser’s or after the Close of Escrow, but expressly excluding any obligation to draw on any letter of credit for all reasonable attorneys’ fees incurred or that may be incurred as a result the benefit of Buyer. All costs of the assignment of any letter of credit shall be paid by Buyer without prejudice to Buyer’s right to seek reimbursement from a tenant for such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs post-closing if permitted under the respective lease. Seller agrees that it shall not hereafter apply any tenant security deposits to tenant obligations unless (i) the respective tenant is in default under its Lease and other expenses incurred or that may be incurred by Purchaser’s as a result (ii) the respective tenant is no longer in possession of any such claims or demands by tenantstheir premises.

Tenant Deposits. All tenant tenant, licensee and occupant security deposits as set forth in the Leases collected and not theretofore applied to tenant obligations under and in accordance with the terms of the applicable Lease by Seller (and any interest thereon if required by law or the applicable Leasecontract) shall be transferred or credited to Purchaser at Closing or placed in escrow if required Closing. Notwithstanding the above, to the extent a tenant security deposit held by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits are is in the form of a letter of creditcredit ("LOC") and such LOC is transferable solely by the beneficiary, Seller agrees to obtain and complete the required transfer form(s) from the financial institution that issued the LOC and deposit same with the original LOC into escrow at Closing together with payment of any transfer fees, which shall as of be delivered to the Purchaser after Closing. If the LOC cannot be unilaterally transferred by the beneficiary, then Seller shall have no obligation except to deliver said original LOC into escrow at Closing either (i) cause and Purchaser shall then be responsible for working directly with the tenant and/or financial institution after Closing to be named obtain a new LOC with Purchaser as the beneficiary of at Purchaser’s cost. In such Letter of Credit (or an event, if a default by the tenant should occur after the Closing that would give rise to the Landlord having the right to cash the existing LOC before a replacement letter LOC is obtained, and the proceeds of credit on said LOC are assignable pursuant to its terms, then Seller agrees to cooperate with Purchaser in drawing upon said existing LOC so long as Purchaser (a) delivers the same terms existing LOC back to Seller and from the same issuer)(b) indemnifies Seller for any claims, including delivery of all amendmentsliabilities, replacements fees or issuer and account party consents or acknowledgments as required for transfer of expenses in connection with such letter of credit to Purchaser, or (ii) deposit in escrow with the Title Company an amount equal to the stated amount of such letter of credit, which escrow deposit shall be released upon satisfaction of the condition in clause (iaction(s). As of Closing the Closing, Purchaser shall assume Seller’s 's obligations related to tenant tenant, licensee and occupant security deposits deposits, but only to the extent so they are credited or transferred to Purchaser. Purchaser shall provide a receipt for tenant security deposits actually transferred to Purchaser by Seller and Purchaser will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits so credited or transferred and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenants. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits on or prior to Closing and will reimburse Purchaser’s for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Purchaser’s as a result of any such claims or demands by tenants.

Tenant Deposits. All tenant security deposits as set forth in the Leases actually received by Seller (and interest thereon if required by law or contract to be earned thereon) and not theretofore applied to tenant obligations under and the Leases in accordance with the terms of the applicable Lease (and any interest thereon if required by law or the applicable Lease) Leases shall be transferred or credited to Purchaser Buyer at Closing the Close of Escrow or placed in escrow if required by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits are in the form of a letter of credit, Seller shall as of Closing either (i) cause Purchaser to be named as the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of such letter of credit to Purchaser, or (ii) deposit in escrow with the Title Company an amount equal to the stated amount of such letter of credit, which escrow deposit shall be released upon satisfaction of the condition in clause (i). As of Closing Purchaser the Close of Escrow, Buyer shall assume Seller’s obligations related to tenant security deposits to the extent so credited or transferred to Purchaserdeposits. Purchaser shall provide a receipt for tenant security deposits actually transferred to Purchaser by Seller and Purchaser Buyer will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits so credited or transferred and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenants. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of If any security deposits on are in the form of a letter of credit, Seller’s obligation to deliver or credit such deposit shall be satisfied by the delivery by Seller of the original letter of credit to Buyer. Seller shall cooperate with Buyer to transfer any such letters of credit, including signing any assignment document requested by the issuer and presented to Seller prior to Closing and will reimburse Purchaser’s or after Closing, but expressly excluding any obligation to draw on any letter of credit for all reasonable attorneys’ fees incurred or that may be incurred as a result the benefit of Buyer. All costs of the assignment of any letter of credit shall be paid by Buyer without prejudice to Buyer’s right to seek reimbursement from a tenant for such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Purchaser’s as a result of any such claims or demands by tenantspost-closing if permitted under the respective lease.

Tenant Deposits. All tenant security deposits as set forth in the Leases actually received by Seller (and interest thereon if required by law or contract to be earned thereon) and not theretofore applied to tenant obligations under and in accordance with pursuant to the terms of the applicable Lease (and any interest thereon if required by law or the applicable Lease) Leases shall be transferred or credited to Purchaser Buyer at Closing the Close of Escrow or placed in escrow if required by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits are in the form of a letter of credit, Seller shall as of Closing either (i) cause Purchaser to be named as the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of such letter of credit to Purchaser, or (ii) deposit in escrow with the Title Company an amount equal to the stated amount of such letter of credit, which escrow deposit shall be released upon satisfaction of the condition in clause (i). As of Closing Purchaser the Close of Escrow, Buyer shall assume Seller’s obligations related to the tenant security deposits transferred or credited to the extent so credited or transferred to PurchaserBuyer. Purchaser shall provide a receipt for tenant security deposits actually transferred to Purchaser by Seller and Purchaser Buyer will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits so credited or transferred and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenants. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of If any security deposits on are in the form of a letter of credit, Seller’s obligation to deliver or credit such deposit shall be satisfied by the delivery by Seller of the original letter of credit to Buyer. Seller shall cooperate with Buyer to transfer any such letters of credit, including signing any assignment document requested by the issuer and presented to Seller prior to Closing and will reimburse Purchaser’s or after Closing, but expressly excluding any obligation to draw on any letter of credit for all reasonable attorneys’ fees incurred or that may be incurred as a result the benefit of Buyer. All costs of the assignment of any letter of credit shall be paid by Buyer without prejudice to Buyer’s right to seek reimbursement from a tenant for such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Purchaser’s as a result of any such claims or demands by tenantspost-closing if permitted under the respective lease.

Tenant Deposits. All tenant security deposits as set forth in the Leases actually received by Seller (and interest thereon if required by law or contract to be earned thereon) and not theretofore applied to tenant obligations under and in accordance with the terms of the applicable Lease (and any interest thereon if required by law or the applicable Lease) Leases shall be transferred or credited to Purchaser Buyer at Closing the Close of Escrow or placed in escrow if required by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits are in the form of a letter of credit, Seller shall as of Closing either (i) cause Purchaser to be named as the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of such letter of credit to Purchaser, or (ii) deposit in escrow with the Title Company an amount equal to the stated amount of such letter of credit, which escrow deposit shall be released upon satisfaction of the condition in clause (i). As of Closing Purchaser the Close of Escrow, Buyer shall assume Seller’s obligations related to tenant security deposits that are actually transferred or credited to Buyer at the extent so credited or transferred Close of Escrow. Solely with respect to Purchaser. Purchaser shall provide a receipt for tenant security deposits that are actually transferred or credited to Purchaser by Seller and Purchaser Buyer at the Close of Escrow, Buyer will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any such security deposits so credited or transferred and will reimburse Seller for all reasonable attorneys’ ACTIVE 31157768v21 ‑18‑ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenants. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of If any security deposits on are in the form of a letter or credit, Seller’s obligation to deliver or credit such deposit shall be satisfied by the delivery by Seller of the original letter of credit to Buyer. Seller shall cooperate with Buyer to transfer any such letters of credit, including signing any assignment document requested by the issuer and presented to Seller prior to Closing and will reimburse Purchaser’s or after Closing, but expressly excluding any obligation to draw on any letter of credit for all reasonable attorneys’ fees incurred or that may be incurred as a result the benefit of Buyer. All costs of the assignment of any letter of credit shall be paid by Seller without prejudice to Seller’s right to seek reimbursement from a tenant for such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs post-closing if permitted under the respective lease. Seller agrees that it shall not hereafter apply any tenant security deposits to tenant obligations from and other expenses incurred or that may be incurred by Purchaser’s as a result after the Effective Date until the Close of any such claims or demands by tenantsEscrow.

Tenant Deposits. All tenant The unapplied portion of any Tenant Deposits as of the date of the Rent Roll that have been paid to the owner of each Property or are held by agents of the owner of each Property on its behalf (or that were deposited with any predecessor in interest to the owner to the extent the predecessor has turned over security deposits as set forth in to the Leases and not theretofore applied to tenant obligations under and in accordance with owner or given the terms of the applicable Lease (and owner a credit therefor) by any interest thereon if required by law Tenants or the applicable Lease) shall be transferred or credited to Purchaser at Closing or placed in escrow if required by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits contractors are in the form of cash, except for any letters of credit or other similar instruments set forth in Schedule 2.7 of the Disclosure Schedule. To the extent any Tenant Deposits are held by Hickory or a letter Subsidiary or any security deposit has been applied in violation of creditSection 6.1(r), Seller shall Hickory shall, as applicable, pay to Down REIT, in cash, or credit against the Consideration the aggregate amount of any such Tenant Deposits (or transfer any letters of credit or other non-cash Tenant Deposits) and the amount applied in violation of Section 6.1(r). Down REIT hereby indemnifies and agrees to defend Hickory and the Hickory Parties for, and agrees to defend and hold Hickory and the Hickory Parties harmless from and against, any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) imposed upon or incurred by Hickory and Hickory Parties with respect to the Tenant Deposits actually paid over or assigned to Down REIT pursuant to this Section, or with respect to the application thereof by Down REIT subsequent to Closing. Hickory will be entitled to retain as its property its percentage of any interest accrued on any Tenant Deposits prior to Closing either (i) cause Purchaser except to the extent such interest is required to be named as paid to any Tenants pursuant to their respective Leases or the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of depositing contractor. Hickory will use its reasonable efforts to cause all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of such letter letters of credit to Purchaser, be assigned or (ii) deposit in escrow with re-issued to Down REIT at the Title Company an amount equal to the stated amount of such letter of credit, which escrow deposit shall be released upon satisfaction of the condition in clause (i). As of Closing Purchaser shall assume Seller’s obligations related to tenant security deposits to the extent so credited or transferred to Purchaser. Purchaser shall provide a receipt for tenant security deposits actually transferred to Purchaser by Seller and Purchaser will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits so credited or transferred and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenants. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits on or prior to Closing and will reimburse Purchaser’s for all reasonable attorneys’ fees incurred or that may continue to assist Down REIT after the closing to cause such letters of credit to be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Purchaser’s as a result of any such claims or demands by tenantsre-issued if they are not assignable.

Tenant Deposits. All tenant and licensee security deposits as set forth collected and not applied by Seller (and interest thereon if required by law or contract) shall be transferred or credited to Purchaser at Closing. As of the Closing, Purchaser shall assume Seller’s obligations related to tenant and licensee security deposits, but only to the extent they are credited or transferred to Purchaser. Notwithstanding the foregoing provisions of this Section 8.8, deposits in the Leases form of letters of credit will not be transferred or credited at the Closing. Rather, at the Closing, Seller shall deliver the letters of credit to Purchaser and not theretofore applied will cooperate with Purchaser to effect a transfer of the letters of credit to Purchaser. Purchaser and Seller shall each pay one-half (1/2) of the costs and expenses (including transfer and other fees imposed by the issuer of the letter of credit) of transferring the letters of credit to Purchaser. In the event that prior to a transfer of any such letter of credit to Purchaser, Purchaser deems it advisable to draw on the same, Seller will cooperate in such presentation, and direct payment by virtue of any such presentation to Purchaser, and if Seller receives any such payment it will promptly deliver such payment in the form received and endorsed, without recourse, to Purchaser. Purchaser shall defend, indemnify and hold Seller harmless from all claims, causes of actions, actions, damages, costs, liabilities and expenses, including (without limitation) reasonable attorneys’ fees, that may arise out of any such presentation or related payment, other than by reason of any actions of Seller other than at the written direction of Purchaser. If any Security Deposit is held in a form other than cash or letter of credit, for example debt or equity securities, at Closing Seller shall deliver to Purchaser such security, or record evidence of Seller’s interest therein, and execute and deliver to Purchaser such documents and instruments as are necessary to vest in Purchaser the same ownership or security interest in such security deposit as held by Seller, but in no event less than what was required to be granted by the applicable tenant obligations under and in accordance with the terms of the applicable Lease (and any interest thereon if required by law or the applicable Lease) shall be transferred or credited to Purchaser at Closing or placed in escrow if required by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits are in the form of a letter of credit, Seller shall as of Closing either (i) cause Purchaser to be named as the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of such letter of credit to Purchaser, or (ii) deposit in escrow with the Title Company an amount equal to the stated amount of such letter of credit, which escrow deposit shall be released upon satisfaction of the condition in clause (i). As of Closing Purchaser shall assume Seller’s obligations related to tenant security deposits to the extent so credited or transferred to Purchaser. Purchaser shall provide a receipt for tenant security deposits actually transferred to Purchaser by Seller and Purchaser will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits so credited or transferred and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenants. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits on or prior to Closing and will reimburse Purchaser’s for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Purchaser’s as a result of any such claims or demands by tenants.

Tenant Deposits. All tenant The unapplied portion of any Tenant Deposits as of the date of the Rent Roll that have been paid to the owner of each Property or are held by agents of the owner of each Property on its behalf (or that were deposited with any predecessor in interest to the owner to the extent the predecessor has turned over security deposits as set forth in to the Leases and not theretofore applied to tenant obligations under and in accordance with owner or given the terms of the applicable Lease (and owner a credit therefor) by any interest thereon if required by law Tenants or the applicable Lease) shall be transferred or credited to Purchaser at Closing or placed in escrow if required by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits contractors are in the form of cash, except for any letters of credit or other similar instruments set forth in Schedule 2.7. To the extent any Tenant Deposits are held by Seller or a letter Subsidiary or any security deposit has been applied in violation of creditSection 6.1(r), Seller shall shall, as applicable, pay to Purchaser, in cash, or credit against the Purchase Price the aggregate amount of any such Tenant Deposits (or transfer any letters of credit or other non-cash Tenant Deposits) and the amount applied in violation of Section 6.1(r). Purchaser hereby indemnifies and agrees to defend Seller and the Seller Parties for, and agrees to defend and hold Seller and the Seller Parties harmless from and against, any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) imposed upon or incurred by Seller and Seller Parties with respect to the Tenant Deposits actually paid over or assigned to Purchaser pursuant to this Section, or with respect to the application thereof by Purchaser subsequent to Closing. Seller will be entitled to retain as its property its percentage of any interest accrued on any Tenant Deposits prior to Closing either (i) cause Purchaser except to the extent such interest is required to be named as paid to any Tenants pursuant to their respective Leases -15- or the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of depositing contractor. Seller will use its reasonable efforts to cause all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of such letter letters of credit to Purchaser, be assigned or (ii) deposit in escrow with the Title Company an amount equal to the stated amount of such letter of credit, which escrow deposit shall be released upon satisfaction of the condition in clause (i). As of Closing Purchaser shall assume Seller’s obligations related to tenant security deposits to the extent so credited or transferred to Purchaser. Purchaser shall provide a receipt for tenant security deposits actually transferred re-issued to Purchaser by Seller and Purchaser will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants arising out of at the transfer or disposition of any security deposits so credited or transferred and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenants. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits on or prior to Closing and will reimburse Purchaser’s for all reasonable attorneys’ fees incurred or that may continue to assist Purchaser after the closing to cause such letters of credit to be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Purchaser’s as a result of any such claims or demands by tenantsre-issued if they are not assignable.