Common use of Tenant Security Deposits Clause in Contracts

Tenant Security Deposits. Cash Security Deposits held by or on behalf of Seller together with any interest accrued thereon, shall be retained by Seller, and Purchaser shall receive a credit at Closing in the amount thereof (less the amount of any interest or administrative charges which the landlord under such Lease and applicable law would be entitled to retain, pro-rated for the period prior to the Closing). In the case of any letters of credit or other non-cash security deposits, such instruments shall be delivered, by Seller to Purchaser in accordance with Section 9.1.4. After the date hereof and prior to Closing, Seller shall not be permitted to apply any Security Deposit, except that Seller may apply such Security Deposit in accordance with law and the applicable Lease in the event that (i) the Tenant under such Lease shall be in default thereunder, (ii) such Tenant shall have vacated and surrendered the leased premises thereunder to Seller (iii) such Lease shall have been terminated, and (iv) Seller shall have given such Tenant written notice (with a copy to Purchaser) of the application of such Security Deposit. Security Deposits applied after the Closing Date shall be held or applied as determined by Purchaser in its discretion, provided, that if Purchaser applies any such Security Deposit against delinquent Fixed Rent or Additional Rent under a Lease, Purchaser shall apply such amounts to delinquent Fixed Rent and Additional Rent pursuant to the terms of Sections 3.2.4 and 3.2.5. At Closing, Purchaser shall deliver to Seller a receipt for any Security Deposits actually turned over or credited by Seller to Purchaser 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 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 documentation required by Purchaser or the issuing bank(s) with respect to the assignment of such letters of credit. Any fees imposed by such issuing banks in connection with such assignments shall be paid by Seller 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), on or promptly following the Closing Date, to replace such letters of credit with ones which are assignable to, or in the name of, Purchaser, provided, however, that as to any such letters of credit which are not replaced, then during the period from the Closing Date through the Escrow Release Date, Seller shall hold such nonassignable letters of credit 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 use reasonable efforts to assist Seller in obtaining any such replacement letters of credit including, without limitation, in Purchaser’s discretion, exercising Purchaser’s rights and remedies under the applicable Lease in order to cause the Tenant to obtain any replacement letter of credit.

Tenant Security Deposits. Cash Security Deposits All security deposits of Tenants, whether held by in cash or on behalf of Seller together any other form, shall not be commingled with any interest accrued thereonother funds of Borrower and, if cash, shall be retained deposited by Seller, Borrower at such commercial or savings bank or banks as may be reasonably satisfactory to Lender. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements (a) shall be maintained in full force and Purchaser shall receive a credit at Closing effect in the amount thereof (less the full amount of any interest or administrative charges which the landlord under such Lease and applicable law would be entitled to retaindeposits unless replaced by cash deposits as herein above described, pro-rated for the period prior to the Closing). In the case of any letters of credit or other non-cash security deposits, such instruments (b) shall be delivered, issued by Seller an institution reasonably satisfactory to Purchaser in accordance with Section 9.1.4. After the date hereof and prior to Closing, Seller shall not be permitted to apply any Security Deposit, except that Seller may apply such Security Deposit in accordance with law and the applicable Lease in the event that (i) the Tenant under such Lease shall be in default thereunderLender, (iic) such Tenant shall have vacated and surrendered the leased premises shall, if permitted pursuant to any Legal Requirements, name Lender as beneficiary, payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Seller (iiiLender at no cost to Lender) such Lease shall have been terminatedand, and (iv) Seller shall have given such Tenant written notice (with a copy at Lender’s request, be turned over to Purchaser) of the application of such Security Deposit. Security Deposits applied after the Closing Date shall Lender to be held or applied as determined by Purchaser in its discretion, provided, that if Purchaser applies any such Security Deposit against delinquent Fixed Rent or Additional Rent under a Lease, Purchaser shall apply such amounts to delinquent Fixed Rent and Additional Rent pursuant Lender subject to the terms of Sections 3.2.4 the Leases, and 3.2.5(d) shall in all respects comply with any applicable Legal Requirements and otherwise be reasonably satisfactory to Lender. At ClosingBorrower shall, Purchaser shall deliver upon request, provide Lender with evidence reasonably satisfactory to Seller a receipt for any Security Deposits actually turned over or credited by Seller to Purchaser in accordance Lender of Borrower’s compliance with the Assignment foregoing. Upon Lender’s demand, Borrower shall turn over to Lender the security deposits (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 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 documentation required by Purchaser or the issuing bank(sinterest theretofore earned thereon) with respect to all or any portion of the assignment Property, to be held by Lender subject to the terms of the Leases. If Borrower is entitled to retain a security deposit in excess of the amounts then due (excluding future Rents in excess of one (1) month’s Rent) under the terms of the Lease, then such letters of credit. Any fees imposed by such issuing banks in connection with such assignments amount shall be paid transferred by Seller at Borrower into 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), on or promptly following the Closing Date, to replace such letters of credit with ones which are assignable to, or in the name of, Purchaser, provided, however, that as to any such letters of credit which are not replaced, then during the period from the Closing Date through the Escrow Release Date, Seller shall hold such nonassignable letters of credit 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 use reasonable efforts to assist Seller in obtaining any such replacement letters of credit including, without limitation, in Purchaser’s discretion, exercising Purchaser’s rights and remedies under the applicable Lease in order to cause the Tenant to obtain any replacement letter of creditTI/LC Reserve Account.

Tenant Security Deposits. Cash Security Deposits All security deposits of Tenants, whether held by in cash or on behalf of Seller together any other form, shall not be commingled with any interest accrued thereonother funds of Borrower and, if cash, shall be retained deposited by Seller, Borrower at such commercial or savings bank or banks as may be reasonably satisfactory to Lender. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements (a) shall be maintained in full force and Purchaser shall receive a credit at Closing effect in the amount thereof (less the full amount of any interest or administrative charges which the landlord under such Lease and applicable law would be entitled to retaindeposits unless replaced by cash deposits as herein above described, pro-rated for the period prior to the Closing). In the case of any letters of credit or other non-cash security deposits, such instruments (b) shall be delivered, issued by Seller an institution reasonably satisfactory to Purchaser in accordance with Section 9.1.4. After the date hereof and prior to Closing, Seller shall not be permitted to apply any Security Deposit, except that Seller may apply such Security Deposit in accordance with law and the applicable Lease in the event that (i) the Tenant under such Lease shall be in default thereunderLender, (iic) such Tenant shall have vacated and surrendered the leased premises shall, if permitted pursuant to any Legal Requirements, name Lender as beneficiary, payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Seller (iiiLender at no cost to Lender) such Lease shall have been terminatedand, and (iv) Seller shall have given such Tenant written notice (with a copy at Lender’s request, be turned over to Purchaser) of the application of such Security Deposit. Security Deposits applied after the Closing Date shall Lender to be held or applied as determined by Purchaser in its discretion, provided, that if Purchaser applies any such Security Deposit against delinquent Fixed Rent or Additional Rent under a Lease, Purchaser shall apply such amounts to delinquent Fixed Rent and Additional Rent pursuant Lender subject to the terms of Sections 3.2.4 the Leases, and 3.2.5(d) shall in all respects comply with any applicable Legal Requirements and otherwise be reasonably satisfactory to Lender. At ClosingBorrower shall, Purchaser shall deliver upon request, provide Lender with evidence reasonably satisfactory to Seller a receipt for any Security Deposits actually turned over or credited by Seller to Purchaser in accordance Lender of Borrower’s compliance with the Assignment foregoing. Upon Lender’s demand, Borrower shall turn over to Lender the security deposits (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 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 documentation required by Purchaser or the issuing bank(sinterest theretofore earned thereon) with respect to all or any portion of the assignment applicable Individual Property, to be held by Lender subject to the terms of the Leases. If Borrower is entitled to retain a security deposit in excess of the amounts then due (excluding future Rents in excess of one (1) month’s Rent) under the terms of the Lease, then such letters of credit. Any fees imposed by such issuing banks in connection with such assignments amount shall be paid transferred by Seller at Borrower into 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), on or promptly following the Closing Date, to replace such letters of credit with ones which are assignable to, or in the name of, Purchaser, provided, however, that as to any such letters of credit which are not replaced, then during the period from the Closing Date through the Escrow Release Date, Seller shall hold such nonassignable letters of credit 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 use reasonable efforts to assist Seller in obtaining any such replacement letters of credit including, without limitation, in Purchaser’s discretion, exercising Purchaser’s rights and remedies under the applicable Lease in order to cause the Tenant to obtain any replacement letter of creditTI/LC Reserve Account.

Tenant Security Deposits. Cash At Closing, Seller shall, at Seller’s option, either deliver to Purchaser any refundable security deposits (collectively, the “Security Deposits Deposits”) actually held by such Seller pursuant to the applicable Leases or on behalf credit to the account of Seller together with any interest accrued thereon, shall be retained by Seller, and Purchaser shall receive a credit at Closing in the amount thereof (less the amount of any interest or administrative charges which the landlord under such Lease and applicable law would be entitled to retain, pro-rated for the period prior Security Deposits (to the Closing). In the case of any letters of credit extent such Security Deposits have not been applied against past due Rents or other non-cash security deposits, such instruments shall be delivered, amounts payable by Seller to Purchaser in accordance with Section 9.1.4. After the date hereof and prior to Closing, Seller shall not be permitted to apply any Security Deposit, except that Seller may apply such Security Deposit in accordance with law and the applicable Lease tenant(s) as provided in the event that (i) the Tenant under such Lease shall be in default thereunder, (ii) such Tenant shall have vacated Leases and surrendered the leased premises thereunder to Seller (iii) such Lease shall have been terminated, and (iv) Seller shall have given such Tenant written notice (with a copy to Purchaser) of the application of such Security Deposit. Security Deposits applied after the Closing Date shall be held or applied as determined by Purchaser in its discretion, provided, that if Purchaser applies any such Security Deposit against delinquent Fixed Rent or Additional Rent under a Lease, Purchaser shall apply such amounts to delinquent Fixed Rent and Additional Rent pursuant to the terms of Sections 3.2.4 and 3.2.5. At Closing, Purchaser shall deliver to Seller a receipt for any Security Deposits actually turned over or credited by Seller to Purchaser in accordance with the Assignment and Assumption of Leases (as hereinafter definedterms hereof). In the case of any Security Deposits held by Each Seller in the form of letters of credit, such letters of credit, to the extent permitted by the terms thereof, shall be assigned deliver to Purchaser at Closing the original Letters of Credit and shall use its commercially reasonable efforts to include therewith such original transfer forms as may be required by the financial institution issuing any such Letter of Credit to transfer same to Purchaser (the “LOC Transfer Documents”) and such Seller shall be responsible for payment of any customary transfer fees that may be required by the banking or other institution issuing such Letter of Credit. If such transfer cannot be accomplished prior to or concurrently with Closing, notwithstanding Seller’s commercially reasonable efforts, Seller shall continue to reasonably cooperate with Purchaser following Closing to effectuate such transfer or re-issuance of any applicable Letter of Credit in accordance the applicable Purchaser’s name. In addition and upon five (5) business days after a Seller’s receipt of written request from Purchaser, Seller shall (i) 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 connection with a default by the Assignment applicable tenant under its Lease, and Assumption of Leases. At Closing(ii) deliver such drawn amounts received by such Seller, in full, to Purchaser; provided that Purchaser indemnifies such Seller, in a form reasonably satisfactory to such Seller, with respect to any actual loss or damage such letters of credit which by their terms are assignableSeller incurs, Seller shall deliver and agrees to defend any documentation required by Purchaser or the issuing bank(s) with respect to the assignment of claims against such letters of credit. Any fees imposed by such issuing banks Seller, in connection with such assignments draw down. This Section 4.4(f) shall be paid by Seller at the survive 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), on or promptly following the Closing Date, to replace such letters of credit with ones which are assignable to, or in the name of, Purchaser, provided, however, that as to any such letters of credit which are not replaced, then during the period from the Closing Date through the Escrow Release Date, Seller shall hold such nonassignable letters of credit 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 use reasonable efforts to assist Seller in obtaining any such replacement letters of credit including, without limitation, in Purchaser’s discretion, exercising Purchaser’s rights and remedies under the applicable Lease in order to cause the Tenant to obtain any replacement letter of credit.

Tenant Security Deposits. Cash Security Deposits held by or on behalf deposits of Seller together with any interest accrued thereontenants under Tenant Leases (other than those which are marketable securities, shall be retained by Seller, and Purchaser shall receive a credit at Closing in the amount thereof (less the amount of any interest or administrative charges which the landlord under such Lease and applicable law would be entitled to retain, pro-rated for the period prior to the Closing). In the case of any letters of credit or other non-cash items) shall be transferred on the relevant Closing Date by crediting to the relevant Buyers the aggregate amount of such security deposits, such instruments . No apportionment shall be deliveredmade of any security deposits properly applied prior to the Adjustment Time and the relevant Sellers may retain such amounts, by Seller to Purchaser but in accordance with Section 9.1.4. After the case of security deposits applied during the period commencing on the date hereof of this Agreement and prior ending at the Adjustment Time to Closingcover past due rents, Seller shall not be permitted the relevant Sellers may retain such amounts only to apply any Security Deposit, except the extent that Seller may apply such Security Deposit in accordance application was made with law and the applicable Lease in the event that (i) the Tenant under such Lease shall be in default thereunder, (ii) such Tenant shall have vacated and surrendered the leased premises thereunder to Seller (iii) such Lease shall have been terminated, and (iv) Seller shall have given such Tenant written notice (with a copy to Purchaser) consent of the application of such Security Depositrelevant Buyers. Security Deposits deposits applied after the Closing Date Adjustment Time shall be applied in the order of priority set forth in Section 2.08(b)(i)(B). Security deposits held or applied as determined by Purchaser in its discretion, provided, that if Purchaser applies any such Security Deposit against delinquent Fixed Rent or Additional Rent under a Lease, Purchaser the form of marketable securities shall apply such amounts to delinquent Fixed Rent be assigned and Additional Rent pursuant delivered to the terms of Sections 3.2.4 and 3.2.5. At Closingrelevant Buyers, Purchaser shall deliver to Seller a receipt for any Security Deposits actually turned over or credited by Seller to Purchaser in accordance with the Assignment and Assumption of Leases income earned or accrued thereon (as hereinafter defined)other than any portion thereof to which the tenants are entitled under their Tenant Leases) credited to the relevant Sellers. In the case of any Security Deposits deposits held by Seller in the form of letters of credit, such letters certificates of credit, to the extent permitted by the terms thereof, deposit and similar instruments shall be assigned to Purchaser at the Closing 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 documentation required by Purchaser or the issuing bank(s) with respect delivered to the assignment of relevant Buyers on such letters of creditClosing Date. Any fees imposed by such issuing banks Security deposits held in connection with such assignments other non-cash forms shall be paid by Seller delivered to the relevant Buyers at the Closing. In After the case of relevant Closing, the relevant Buyers shall indemnify, hold harmless and defend the relevant Sellers and their Affiliates from and against any and all Damages with respect to security deposits transferred to them, or with respect to which they have received a credit, pursuant to this Section 2.08(n). Promptly after such letters of credit Closing, the relevant Buyers shall give such notice to the tenants whose security deposits are transferred to them, or with respect to which by their terms are not assignablethey have received a credit, Seller shall use reasonable efforts pursuant to cause the applicable Tenant(sthis Section 2.08(n), on or promptly following the Closing Date, to replace such letters of credit with ones which are assignable to, or in the name of, Purchaser, provided, however, that as to any such letters of credit which are not replaced, then during the period from the Closing Date through the Escrow Release Date, Seller shall they hold such nonassignable letters of credit 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 use reasonable efforts to assist Seller in obtaining any such replacement letters of credit including, without limitation, in Purchaser’s discretion, exercising Purchaser’s rights and remedies under the applicable Lease in order to cause the Tenant to obtain any replacement letter of creditsecurity deposits.

Tenant Security Deposits. Cash The unapplied portion of any Tenant Security 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 on behalf of Seller together that were deposited with any predecessor in interest accrued thereon, shall be retained by Seller, and Purchaser shall receive to the owner to the extent the predecessor has turned over security deposits to the owner or given the owner a credit at Closing therefor), are disclosed on SCHEDULE 4.4(c)-3 and all such Tenant Security Deposits are in the amount thereof form of cash. To the extent any Tenant Security Deposits are held by Seller or an Assigning Affiliate, Seller shall (less a) pay to Purchaser, in cash, or credit against the Purchase Price the aggregate amount of any interest such Tenant Security Deposits, or administrative charges which the landlord under such Lease and applicable law would be entitled (b) if applicable, assign to retain, pro-rated for the period prior to the Closing). In the case of Purchaser (or any Affiliate that Purchaser may designate) any letters of credit or other non-cash security depositssimilar instruments comprising, such instruments shall be deliveredTenant Security Deposits. Purchaser hereby indemnifies and agrees to defend Seller Indemnitees for, and agrees to defend and hold Seller Indemnitees harmless from and against, any and all Claims imposed upon or incurred by Seller to Purchaser in accordance with Section 9.1.4. After the date hereof and prior to Closing, Seller shall not be permitted to apply any Security Deposit, except that Seller may apply such Security Deposit in accordance with law and the applicable Lease in the event that (i) the Tenant under such Lease shall be in default thereunder, (ii) such Tenant shall have vacated and surrendered the leased premises thereunder to Seller (iii) such Lease shall have been terminated, and (iv) Seller shall have given such Tenant written notice (with a copy to Purchaser) of the application of such Security Deposit. Security Deposits applied after the Closing Date shall be held or applied as determined by Purchaser in its discretion, provided, that if Purchaser applies any such Security Deposit against delinquent Fixed Rent or Additional Rent under a Lease, Purchaser shall apply such amounts to delinquent Fixed Rent and Additional Rent pursuant to the terms of Sections 3.2.4 and 3.2.5. At Closing, Purchaser shall deliver to Seller a receipt for any Security Deposits actually turned over or credited by Seller to Purchaser 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 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 documentation required by Purchaser or the issuing bank(s) Indemnitees with respect to the assignment improper application of Tenant Security Deposits subsequent to Closing that were actually paid over, or assigned or credited to Purchaser pursuant to this Section. Seller hereby indemnifies and agrees to defend Purchaser Indemnitees for, and agrees to defend and hold Purchaser Indemnitees harmless from and against, any and all Claims imposed upon or incurred by Purchaser Indemnitees with respect to the improper application of Tenant Security Deposits prior to Closing. Seller will be entitled to retain as its property any interest accrued on any Tenant Security Deposits prior to Closing except to the extent such letters of credit. Any fees imposed by such issuing banks in connection with such assignments shall interest is required to be paid by Seller 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), on or promptly following the Closing Date, to replace such letters of credit with ones which are assignable to, or in the name of, Purchaser, provided, however, that as to any such letters of credit which are not replaced, then during Tenants pursuant to their respective Leases or the period from the Closing Date through the Escrow Release Date, Seller shall hold such nonassignable letters of credit 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 use reasonable efforts to assist Seller in obtaining any such replacement letters of credit including, without limitation, in Purchaser’s discretion, exercising Purchaser’s rights and remedies under the applicable Lease in order to cause the Tenant to obtain any replacement letter of creditdepositing contractor.

Tenant Security Deposits. Cash Security Deposits After the expiration of the Inspection Period, Seller shall not apply any security deposits held (including drawing on any letter of credit posted as a security deposit) under Existing Leases in respect of defaults by or on behalf of Seller together with any interest accrued thereontenants under the applicable Leases without Buyer’s consent, which consent shall not be retained by Sellerunreasonably withheld. At Closing, and Purchaser Buyer shall receive a credit at Closing in for all cash security deposits, and accrued interest payable to tenants, then held by or for Seller under the amount thereof (less the amount of any interest or administrative charges which the landlord under such Lease and applicable law would Existing Leases, as shown on Exhibit “O” hereto. Seller shall be entitled to retain, pro-rated retain any administrative fee to which Seller may be entitled with respect to the Security Deposits for the period periods prior to the Closing). In the case event any Security Deposits shall have been deposited with Seller in a form other than cash (e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such Security Deposit by delivering to Buyer an assignment of such Security Deposit to Buyer with written instructions to the issuer of such r(s) to effect a transfer of any letters of credit or other non-cash security deposits, such instruments Security Deposits shall be delivered, paid by Seller Seller. To the extent that any security deposit (to Purchaser in accordance with Section 9.1.4. After be so transferred) which is comprised of a letter of credit is not transferable as of the date hereof and prior to Closing, Seller and Buyer shall not be permitted cooperate with each other following the Closing so as to apply transfer the same to Buyer or to obtain a replacement letter of credit with respect thereto in favor of Buyer and, in either case, Buyer shall upon receipt thereof assume Seller’s obligations with respect to such security deposit pursuant to an assumption agreement reasonably acceptable to Seller and Buyer. Until any Security Deposit, except that Seller may apply such Security Deposit in accordance with law and the applicable Lease in the event that (i) the Tenant under such Lease letter of credit shall be in default thereundertransferred or replaced, (ii) such Tenant shall have vacated from and surrendered the leased premises thereunder to Seller (iii) such Lease shall have been terminated, and (iv) Seller shall have given such Tenant written notice (with a copy to Purchaser) of the application of such Security Deposit. Security Deposits applied after the Closing Date Seller shall be held hold the same for the benefit of Buyer and shall draw upon the same and deliver the proceeds to Buyer or applied return the same to the applicable tenant, in each case upon Buyer’s written request, provided that Seller is legally permitted to do so and same does not require Seller to make an untrue statement or representation, and Buyer shall indemnify and hold harmless Seller from and against any and all loss, cost, damage, liability or expense (including, without limitation, reasonable attorney’s fees, court costs and disbursements) incurred by Seller as determined by Purchaser in its discretion, provided, that if Purchaser applies a result of any such Security Deposit against delinquent Fixed Rent or Additional Rent under a Lease, Purchaser shall apply such amounts to delinquent Fixed Rent and Additional Rent pursuant to the terms of Sections 3.2.4 and 3.2.5. At Closing, Purchaser shall deliver to Seller a receipt for any Security Deposits actually turned over or credited actions taken by Seller at Buyer’s request. Buyer will cause all security deposits to Purchaser 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 maintained after Closing in accordance with the Assignment requirements of applicable law and Assumption shall indemnify and defend Seller and the Seller’s Property Manager from all claims of Leases. At Closing, with respect to such letters of credit which by their terms are assignable, Seller shall deliver any documentation required by Purchaser or the issuing bank(s) tenants with respect to the assignment of such letters of credit. Any fees imposed by such issuing banks security deposits actually delivered to Buyer or for which Buyer received a credit at Closing to the extent provided in connection with such assignments shall be paid by Seller 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), on or promptly following the Closing Date, to replace such letters of credit with ones which are assignable to, or in the name of, Purchaser, provided, however, that as to any such letters of credit which are not replaced, then during the period from the Closing Date through the Escrow Release Date, Seller shall hold such nonassignable letters of credit 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 use reasonable efforts to assist Seller in obtaining any such replacement letters of credit including, without limitation, in Purchaser’s discretion, exercising Purchaser’s rights and remedies under the applicable Lease in order to cause the Tenant to obtain any replacement letter of creditExhibit “F” attached hereto.

Tenant Security Deposits. Cash Security Deposits held by or on behalf of Unit Seller together with any interest accrued thereon, shall be retained by Unit Seller, and Purchaser shall receive a credit at Closing in the amount thereof (less the amount of any interest or administrative charges which the landlord under such Lease and applicable law would be entitled to retain, pro-rated for the period prior to the Closing). In the case of any letters of credit or other non-cash security deposits, such instruments shall be delivered, by Unit Seller to Purchaser in accordance with Section 9.1.49.1.1(iv). After the date hereof and prior to Closing, Unit Seller shall not be permitted to apply any Security Deposit, except that Unit Seller may apply such Security Deposit in accordance with law and the applicable Lease in the event that (i) the Tenant under such Lease shall be in default thereunder, (ii) such Tenant shall have vacated and surrendered the leased premises thereunder to Unit Seller (iii) such Lease shall have been terminated, and (iv) Unit Seller shall have given such Tenant written notice (with a copy to Purchaser) of the application of such Security Deposit. Security Deposits applied after the Closing Date shall be held or applied as determined by Purchaser in its discretion, provided, that if Purchaser applies any such Security Deposit against delinquent Fixed Rent or Additional Rent under a Lease, Purchaser shall apply such amounts to delinquent Fixed Rent and Additional Rent pursuant to the terms of Sections 3.2.4 and 3.2.5. At Closing, Purchaser shall deliver to Unit Seller a receipt for any Security Deposits actually turned over or credited by Unit Seller to Purchaser in accordance with the Assignment and Assumption of Leases (as hereinafter defined). In the case of any Security Deposits held by Unit 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 in accordance with the Assignment and Assumption of Leases. At Closing, with respect to such letters of credit which by their terms are assignable, Unit Seller shall deliver any documentation required by Purchaser or the issuing bank(s) with respect to the assignment of such letters of credit. Any fees imposed by such issuing banks in connection with such assignments shall be paid by Unit Seller at the Closing. In the case of any such letters of credit which by their terms are not assignable, Unit Seller shall use reasonable efforts to cause the applicable Tenant(s), on or promptly following the Closing Date, to replace such letters of credit with ones which are assignable to, or in the name of, Purchaser, provided, however, that as to any such letters of credit which are not replaced, then during the period from the Closing Date through the Escrow Release Date, Unit Seller shall hold such nonassignable letters of credit 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 use reasonable efforts to assist Unit Seller in obtaining any such replacement letters of credit including, without limitation, in Purchaser’s discretion, exercising Purchaser’s rights and remedies under the applicable Lease in order to cause the Tenant to obtain any replacement letter of credit.

Tenant Security Deposits. Cash Security Deposits All security deposits of tenants, whether held by in cash or on behalf of Seller together any other form, shall not be commingled with any interest accrued thereonother funds of Borrower and, if cash, shall be retained deposited by Seller, and Purchaser shall receive a credit Borrower at Closing in the amount thereof (less the amount of any interest such commercial or administrative charges which the landlord under such Lease and applicable law would savings bank or banks as may be entitled satisfactory to retain, pro-rated for the period prior to the Closing)Lender. In the case of any letters of credit Any bond or other non-instrument which Borrower is permitted to hold in lieu of cash security deposits, such instruments shall be delivered, by Seller to Purchaser in accordance with Section 9.1.4. After the date hereof and prior to Closing, Seller shall not be permitted to apply deposits under any Security Deposit, except that Seller may apply such Security Deposit in accordance with law and the applicable Lease in the event that Legal Requirements (i) the Tenant under such Lease shall be maintained in default thereunderfull force and effect in the full amount of such deposits unless replaced by cash deposits as herein above described, (ii) such Tenant shall have vacated and surrendered the leased premises thereunder be issued by an institution reasonably satisfactory to Seller Lender, (iii) such Lease shall have been terminatedshall, if permitted pursuant to any Legal Requirements, name Lender as beneficiary, payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender at no cost to Lender) and, at Lender’s request, be turned over to Lender to be held by Lender subject to the terms of the Leases, and (iv) Seller shall have given such Tenant written notice in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence satisfactory to Lender of Borrower’s compliance with the foregoing. Upon Lender’s demand, Borrower shall turn over to Lender the security deposits (and any interest theretofore earned thereon) with a copy respect to Purchaser) all or any portion of the application of such Security Deposit. Security Deposits applied after the Closing Date shall Premises, to be held or applied as determined by Purchaser in its discretion, provided, that if Purchaser applies any such Security Deposit against delinquent Fixed Rent or Additional Rent under a Lease, Purchaser shall apply such amounts to delinquent Fixed Rent and Additional Rent pursuant Lender subject to the terms of Sections 3.2.4 and 3.2.5the Leases. At ClosingIf Borrower is entitled to retain a security deposit, Purchaser shall deliver to Seller a receipt for any Security Deposits actually turned over or credited by Seller to Purchaser 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, then such letters of credit, to the extent permitted by the terms thereof, amount shall be assigned to Purchaser at transferred by Borrower into the Closing 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 documentation required by Purchaser or the issuing bank(s) with respect to the assignment of such letters of credit. Any fees imposed by such issuing banks in connection with such assignments shall be paid by Seller 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), on or promptly following the Closing Date, to replace such letters of credit with ones which are assignable to, or in the name of, Purchaser, provided, however, that as to any such letters of credit which are not replaced, then during the period from the Closing Date through the Escrow Release Date, Seller shall hold such nonassignable letters of credit 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 use reasonable efforts to assist Seller in obtaining any such replacement letters of credit including, without limitation, in Purchaser’s discretion, exercising Purchaser’s rights and remedies under the applicable Lease in order to cause the Tenant to obtain any replacement letter of creditRollover Reserve Account.