Common use of Security Deposits Clause in Contracts

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

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

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

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

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

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

Security Deposits. Borrower shall keep and hold all (a) All security deposits under Leases of Tenants, whether held in accordance with applicable Legal Requirements cash or any other form, shall be deposited into one or more Eligible Accounts (each, a “Security Deposit Account”) established and maintained by Borrower at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at local bank which shall be an Eligible Institution) (, held in compliance with all Legal Requirements, and in identified on Schedule XIII, as such schedule may be updated from time to time by delivery of written notice by the case of a letter of creditBorrower to the Lender, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower. Borrower (such account, shall cause all security deposits received by Borrower or Manager after the “Closing Date to be deposited into a Security Deposit Account”), the Collection Account or a Rent Deposit Account within three (3) Business Days of receipt. After the occurrence of an Event of Default, Borrower shall, upon Lender’s requestno less frequently than once each month, if permitted by applicable Legal Requirements, turn over to Lender transfer into (a) Borrower shall not (and shall not permit Manager or any other Person to) open any other accounts for the deposit of security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into other than the Security Deposit SubaccountAccounts. (b) all amounts drawn under any letters of credit held by Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by a cash deposit deposits as hereinabove described and herein above described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the foregoing. (i) Upon Lender’s written request following the occurrence and during the continuance of an Event of Default, Borrower shall deliver (or cause to be delivered) to Lender (or Servicer) or to one or more accounts designated by Lender (or Servicer) the security deposits, and (ii) upon a foreclosure of any Property or action in lieu thereof, Borrower shall deliver to Lender (or Servicer) or to an account designated by Lender (or Servicer) the security deposit applicable to the Lease with respect to such Property, except, in each case, to the extent any such security deposits were previously deposited into a Rent Deposit Account or the Collection Account in accordance with Section 4.1.15 (a) following a default by the Tenant under the applicable Lease. Any security deposits delivered to Lender (or Servicer) pursuant to this Section 4.1.15

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

Security Deposits. Borrower shall keep and hold all (a) All security deposits under Leases of Tenants, whether held in accordance cash or any other form, shall be deposited into one or more Eligible Accounts (each, a “Security Deposit Account”) established and maintained by Borrower at a local bank which shall be an Eligible Institution, held in compliance with applicable all Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts identified by written notice to Lender) so that the security deposits , and shall not be commingled with any other funds of Borrower. Borrower (such account, shall cause all security deposits received by Borrower or Manager after the “Closing Date to be deposited into a Security Deposit Account”), the Collection Account or a Rent Deposit Account within three (3) Business Days of receipt. After the occurrence of an Event of Default, Borrower shall, upon Lender’s requestno less frequently than once each month, if permitted by applicable Legal Requirements, turn over to Lender the transfer into a Security Deposit Account any security deposits (previously received and any interest theretofore earned thereon) under Leases, to deposited into the Collection Account or a Rent Deposit Account. The security deposits shall be held disbursed by Lender Borrower in a Subaccount (the “Security Deposit Subaccount”) subject to accordance with the terms of the Leasesapplicable Leases and all Legal Requirements. After In the occurrence event the Tenant under any Lease defaults such that the applicable security deposit may be drawn upon on account of an Event such default, the proceeds of Default, such draw shall constitute Collections and Borrower shall also deliver to Lender (immediately deposit the proceeds thereof into a Rent Deposit Account or the Collection Account. Borrower shall pay for deposit into all expenses of opening and maintaining the Security Deposit SubaccountAccounts. So long as the Debt is outstanding, except as otherwise provided in this Section 4. (a) all amounts drawn under Borrower shall not (and shall not permit Manager or any letters other Person to) open any other accounts for the deposit of credit held by security deposits other than the Security Deposit Accounts. (b) Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by a cash deposit deposits as hereinabove described and herein above described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the foregoing. (i) Upon Lender’s written request following the occurrence and during the continuance of an Event of Default, Borrower shall deliver (or cause to be delivered) to Lender (or Servicer) or to one or more accounts designated by Lender (or Servicer) the security deposits, and (ii) upon a foreclosure of any Property or action in lieu thereof, Borrower shall deliver to Lender (or Servicer) or to an account designated by Lender (or Servicer) the security deposit applicable to the Lease with respect to such Property, except, in each case, to the extent any such security deposits were previously deposited into a Rent Deposit Account or the Collection Account in accordance with Section 4.1.15 (a) following a default by the Tenant under the applicable Lease. Any security deposits delivered to Lender (or Servicer) pursuant to this Section 4.1.15

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

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

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

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

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

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

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

Security Deposits. Borrower (a) Seller shall keep and hold all cause Tenants' securities deposited under Space Leases to be turned over to Purchaser at the Closing, with Purchaser's being responsible for fifty percent (50%) of the costs of transfer of any security deposits in the form of letters of credit if such costs of transfer are not covered by the Space Tenant under Leases its Space Lease, and if such costs of transfer are covered by the Space Tenant under its Space Lease, Purchaser shall pay 100% of the same. Seller agrees to cooperate with Purchaser in implementing such transfer and if it cannot be achieved at the Closing, Seller will cooperate and assist Purchaser in presenting same for payment and shall deliver the proceeds thereof to Purchaser. Seller's obligation set forth in the preceding sentence shall survive the Closing. Nothing herein contained shall be deemed to prevent Seller from applying Security Deposits prior to the Closing, provided that such Space Tenant has actually vacated the Premises and such application is in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of DefaultLease, Borrower shall also deliver in order to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn liquidate any claim under any Space Lease or to compromise, adjust or settle any claim against any Space Tenant by the application of such Security Deposits. Notwithstanding the foregoing, Seller's only obligation with respect to Security Deposits in the form of letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender execute and transferred deliver the transfer documents required by Lender into the Rollover Reserve Subaccount, issuing bank in order to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any transfer such letter of credit or other instrument that Borrower receives in lieu to Purchaser. (b) Seller shall indemnify, defend and hold Purchaser harmless from and against any claims made by Space Tenants with respect to Security Deposits and any interest with respect to cash Security Deposit thereon due to Space Tenants not actually paid to Purchaser at the Closing. The terms of a cash security deposit under any Lease entered into after this provision shall survive the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)Closing.

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

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

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

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

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

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

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

Security Deposits. Borrower shall keep and hold all (a) All security deposits under Leases of Tenants, whether held in accordance cash or any other form, shall be deposited into one or more Eligible Accounts (each, a “Security Deposit Account”) established and maintained by Borrower or the Manager at a local bank which shall be an Eligible Institution, held in compliance in all material respects with applicable all Legal Requirements and at a separately designated account under Borrower’s control at identified by written notice to the Clearing Bank (or in another Eligible Account at an Eligible Institution) (Administrative Agent, and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, or the “Manager. Borrower shall cause all security deposits received by Borrower or the Manager of any security deposit after the Closing Date to be deposited into a Security Deposit Account”), the Cash Management Account or a Rent Deposit Account within three (3) Business Days of receipt and identification. After Borrower shall or cause the occurrence of an Event of DefaultManager to, Borrower shallno less frequently than once each month, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the transfer into a Security Deposit Account any security deposits (previously received and any interest theretofore earned thereon) under Leasesdeposited into the Cash Management Account or a Rent Deposit Account. The security deposits shall be disbursed by Borrower or the Manager, to be held by Lender as applicable, in a Subaccount (the “Security Deposit Subaccount”) subject to accordance with the terms of the Leasesapplicable Leases and all Legal Requirements. After In the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into event the Security Deposit Subaccount) all amounts drawn Tenant under any letters Lease defaults such that the applicable security deposit may be drawn upon on account of credit held by such default, the proceeds of such draw shall constitute Collections and Borrower shall, or shall cause the Manager to, promptly (but in any event, within three (3) Business Days), deposit the proceeds thereof into a Rent Deposit Account or the Cash Management Account. (b) Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant under applicable Legal Requirements (i) shall, subject to the applicable provisions of any Lease which has expired or has been terminatedand Legal Requirements, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount of such deposits unless replaced by a cash deposit deposits as hereinabove described and above described, (ii) shall be issued by an institution reasonably satisfactory to the Administrative Agent, (iii) shall, if permitted pursuant to any Legal Requirements, name Lender the Administrative Agent as payee or mortgagee thereunder (or at Lenderthe Administrative Agent’s option, be fully assignable to Lenderthe Administrative Agent), and (iv) shall in all respects comply with applicable Legal Requirements. Borrower shall, upon request, provide the Administrative Agent with evidence reasonably satisfactory to the Administrative Agent of Borrower’s compliance with the foregoing. (c) Upon the Administrative Agent’s written request during an Event of Default, Borrower shall deliver (or cause to be delivered) all security deposits to the Administrative Agent for safe-keeping, and not for application against the Debt. Upon a foreclosure of any Property or transfer in lieu thereof, Borrower shall deliver to the Administrative Agent or to an account designed by the Administrative Agent the security deposits applicable to such Property for safe-keeping and not for application to the Debt.

Security Deposits. Borrower On signing this Agreement, Tenant shall keep and hold all pay to Landlord the sum of $ (not to exceed two months’ rent) as a security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leasesdeposit, to be held by Lender in trust and disbursed or retained as a Subaccount rental deposit pursuant to the provisions of the Iowa Uniform Residential Landlord and Tenants Act (and NOT applied toward the “Security Deposit Subaccount”) final monthly rent payment required pursuant to this Agreement). Initial: Release of this security deposit is subject to the terms following provisions: a) Full term lease has expired and all provisions therein complied with b) Tenant provides a valid forwarding address to Landlord in writing upon termination of this Agreement c) A proper written notice has been given at least 30 days prior to vacating the unit a. Please note, we do NOT allow middle of the Leases. After month move-outs Initial: d) No damage to the occurrence of an Event of Defaultunit, Borrower shall also deliver to Lender (for deposit into or its contents e) Entire unit, inlcuding stove/oven, refrigerator, bathroom, closets, cabinets, and windows are cleaned and intact per the Security Deposit Subaccountmove out cleaning expectation list f) all amounts drawn under any letters of credit held by Borrower No indentations, scratches or holes in lieu of cash security deposits. Security deposits held in woodwork or walls g) No unpaid charges or delinquent rent h) All debris, rubbish, and personal property removed from the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such premises i) ALL keys returned Initial: If two or more tenants are on the lease, the security deposit is required to shall be returned to a the following: □ All tenants; split evenly □ One tenant; Tenant name: □ Lease only has one tenant pursuant to return deposit to (ALL TENANTS MUST INITIAL) Tenant(s) initials , , , Upon termination of this Agreement, Landlord may deduct reasonable charges from the Tenant’s security deposit for: a) Damages to the terms Property, excluding normal wear and tear (“normal wear and tear”) is defined as deterioration that occurs without negligence, carelessness, accident, or abuse), and all reasonable costs associated to repair the Property b) Costs for which Tenant is responsible to clean, deodorize, exterminate, and maintain the Property c) Unpaid rent and interest accrued on unpaid rent d) Unpaid late charges e) Unpaid utilities and utility expenses Landlord incurs to maintain utilities to the Property f) Replacing unreturned keys and/or garage door openers g) Removal of a Lease. Any funds any unauthorized locks or fixtures installed by Tenant h) Xxxxxxxx’s cost to access the Property if made inaccessible by Xxxxxx i) Missing or burned-out light bulbs (at the same location and of the same type and quality that are in the Security Deposit Subaccount which Borrower Property on the date the Agreement commences) j) Packing, removing, and storing of any, and all, abandoned property k) Removal of abandoned or illegally parked vehicles l) Reasonable costs of re-letting the Property in the event Tenant is permitted in default m) Mailing costs associated with sending notices and service to retain pursuant to the applicable provisions Tenant for any violations of any Lease which has expired this Agreement; and n) Any other unpaid charges or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit fees or other instrument that Borrower receives in lieu items for which Tenant is responsible under this Agreement. Tenant shall further be responsible to Landlord for any amount by which such charges exceed the amount of a cash the security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).deposit. Initial:

Security Deposits. Borrower shall keep and hold all (a) Cash security deposits under the Existing Leases in accordance shall be transferred to Purchaser on the Master Lease Termination Date pursuant to Section 12(c)(ii) unless applied or returned pursuant to Section 15(a)(iv). Purchaser agrees to indemnify and hold Seller harmless from any liability to the tenants under the Leases or otherwise, with applicable Legal Requirements and at a separately designated account under Borrower’s control at reference to such security deposits transferred to Purchaser on the Clearing Bank Master Lease Termination Date, as aforesaid. (or in another Eligible Account at an Eligible Institutionb) (and in To the case extent that any security deposit is composed of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall : (i) Seller shall make commercially reasonable efforts to have the same assigned and transferred, which expense shall be maintained in full force shared equally by Seller and effect in Purchaser, to Purchaser as of the full amount unless replaced by a cash deposit as hereinabove described Master Lease Termination Date and (ii) if permitted pursuant not transferable as of the Master Lease Termination Date, Seller shall cooperate with Purchaser in all reasonable respects following the Master Lease Termination Date so as to transfer the same to Purchaser or to obtain a replacement letter of credit with respect thereto, at equal expense to Purchaser and Seller (except to the extent set forth below), in favor of Purchaser. In addition to, but not in limitation of, the foregoing, Seller shall also deliver to Purchaser on the Master Lease Termination Date such documentation, including, without limitation, sight drafts executed in blank, as Purchaser shall reasonably require in connection with drawing under the letters of credit which have not been transferred to Purchaser. Any transfer or replacement fees associated with transferring the letters of credit or obtaining replacement letters of credit, as aforesaid, shall be the responsibility of Seller. Until any Legal Requirementssuch letter of credit shall be transferred or replaced, name Lender Seller shall draw upon the same and deliver the proceeds to Purchaser promptly following Purchaser’s written request; provided that Purchaser shall defend, indemnify and hold harmless Seller from and against any and all loss, cost, damage, liability or out-of-pocket expense incurred by Seller as payee or mortgagee thereunder a result of any such actions taken by Seller at Purchaser’s request. (or at Lender’s option, be fully assignable to Lender)c) This Section 16 shall survive the Closing and the Master Lease Termination Date.

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

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

Security Deposits. Borrower shall keep and hold all (a) All security deposits under Leases of Tenants, whether held in accordance with applicable Legal Requirements cash or any other form, shall be deposited into one or more Eligible Accounts (each, a “Security Deposit Account”) established and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account maintained by Borrower at an Eligible Institution) (, held in compliance with all Legal Requirements and in the case of a letter of creditidentified on Schedule XII, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower. Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the shall cause all security deposits received by Borrower or Manager (a) Borrower shall not (and shall not permit Manager or any interest theretofore earned thereonother Person to) under Leases, to be held by Lender in a Subaccount (open any other accounts for the “Security Deposit Subaccount”) subject to the terms deposit of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into security deposits other than the Security Deposit SubaccountAccounts. (b) all amounts drawn under any letters of credit held by Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by a cash deposit deposits as hereinabove described and herein above described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the foregoing. (i) Upon Lender’s written request following the occurrence and during the continuance of an Event of Default, Borrower shall deliver (or cause to be delivered) to Lender (or Servicer) or to one or more accounts designated by Lender (or Servicer) the security deposits, and (ii) upon a foreclosure of any Property or action in lieu thereof, Borrower shall deliver to Lender (or Servicer) or to an account designated by Lender (or Servicer) the security deposit applicable to the Lease with respect to such Property, except, in each case, to the extent any such security deposits were previously deposited into a Rent Deposit Account or the Cash Management Account in accordance with Section 4.1.15 (a) following a default by the Tenant under the applicable Lease. Any security deposits delivered to Lender (or Servicer) pursuant to this Section 4.1.15

Security Deposits. Borrower shall keep and hold all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institutiona) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After Upon the occurrence and during the continuance of an Event of Default, Borrower shall, upon three (3) Business Days request from Lender’s request, if permitted by applicable Legal Requirements, turn over deliver to Lender the security deposits (and any interest theretofore earned thereon) under Leasesall Security Deposits, to be held by Lender in a Subaccount (the “including, without limitation, all Security Deposit Subaccount”) subject LCs, which Borrower then holds for Lender to hold in accordance with this Agreement and the terms of the Leasesapplicable Lease and applicable Legal Requirements. After In addition, promptly following Borrower’s receipt of any Security Deposit on or after the occurrence and during the continuance of an Event of Default, Borrower shall also deliver the same to Lender to hold as aforesaid. Lender shall retain custody of any such Security Deposits delivered to Lender pursuant to this Section 4.1.21(a) until such time as all Debt is paid in full (for deposit into other than through judicial or nonjudicial foreclosure of the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower Instrument or deed in lieu thereof), except to the extent that (i) any applicable Tenant is entitled to the return of cash security deposits. all or a portion of its Security deposits held Deposit under the terms of its Lease or applicable Legal Requirements (or in the case of a Security Deposit Subaccount will LC, a reduction in the amount thereof) or (ii) any Security Deposit LC may be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required reduced to be returned to a tenant cash pursuant to the terms of the applicable Lease (in which event Lender shall cooperate, at Borrower’s cost and expense, with Borrower to cause the same to timely occur). If the landlord or lessor under a Lease. Any funds in the Lease is entitled to draw on a Security Deposit Subaccount LC held by Lender, Lender will cooperate, at Borrower’s cost and expense, with Borrower to effectuate the same and any monies drawn shall, subject to the terms of the applicable Lease, be applied in accordance with Section 4.1.21(b) below. Subject to the express terms of the applicable Lease, Borrower shall not, without Lender’s prior written consent (which consent shall not be unreasonable withheld, conditioned or delayed), draw upon, amend, modify or terminate any Security Deposit LC if such action may result in a Material Adverse Effect. (b) Upon the occurrence of any drawing by Borrower is permitted upon any Security Deposit LC (other than to retain convert the same to a cash security deposit pursuant to the terms of the applicable provisions Lease (i.e., not as the result of the exercise of any Lease which has expired or has been terminatedremedies of Borrower, cancelled or surrendered as landlord, under the applicable Lease)), Borrower shall be paid deliver the applicable letter of credit proceeds (the “LC Proceeds”) to Lender and transferred such LC Proceeds shall be placed by Lender into in a separate reserve account with Lender (the Rollover Reserve Subaccount“LC Proceeds Reserve”), to be applied and disbursed held by Lender in accordance with the provisions applicable Lease (to the extent applicable thereto) and applicable Legal Requirements and, subject to the foregoing, shall be disbursed by Lender, upon the request of Borrower, provided no Event of Default has occurred and is continuing, for tenant improvement costs and leasing commission costs in accordance with the disbursement conditions set forth in Section 3.5 hereof. Any letter 6.6.2 as if such LC Proceeds were Rollover Funds specifically designated for the premises previously subject to the applicable Security Deposit LC. (c) If Lender acquires title to the Property and succeeds to the interest of credit or other instrument that Borrower receives in lieu of a cash security deposit Borrower, as landlord under the any Lease entered into after Lease, then the date hereof shall (i) be maintained in full force and effect landlord’s interest in the full amount unless replaced Security Deposits shall be and remain the sole property of Lender and shall be applied by a cash deposit Lender to such purposes as hereinabove described Lender shall determine in its sole and absolute discretion, subject in all cases to the terms of the applicable Leases. (iid) if permitted pursuant Borrower shall use commercially reasonable efforts to any Legal Requirements, transfer into the name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)of Borrower each Security Deposit LC.

Security Deposits. Borrower (a) As additional security for the faithful performance by Tenant throughout the Lease Term, and any extensions or removals thereof, of all the terms and conditions of the Lease on the part of Tenant to be performed, Tenant has deposited with Landlord the sum set forth in Article 1(m) above. Subject to withdrawals for Base Rental pursuant to subparagraph (c), below, such amount shall be returned to Tenant on the day set for the expiration of the Lease Term, or any extension or renewal thereof, provided Tenant has fully and faithfully observed and performed all of the terms, covenants, agreements, warranties and conditions hereof on its part to be observed and performed. Landlord will deposit said security deposit in an interest bearing account. Landlord will not be required to keep said security deposit separate from its general funds. Tenant fully and hold faithfully performs all of its obligations under this Lease throughout the Lease Term, without default, then following the expiration of the Landlord will pay to Tenant any interest that was earned on said security deposits under Leases in accordance deposit. Landlord shall have the right to apply all or any part of said deposit toward the cure of any default of Tenant. If all or any part of said security deposit is so applied by Landlord, then Tenant shall immediately pay to Landlord an amount sufficient to return said security deposit to the balance on deposit with applicable Legal Requirements and at Landlord prior to said application. (b) In the event of a separately designated account under Borrower’s control at the Clearing Bank (sale or in another Eligible Account at an Eligible Institution) (and transfer of Landlord's interest in the Demised Premises or the Building or a lease by Landlord of the Building, Landlord shall have the right to transfer the within described security deposit to the purchases or Lessee, as the case may be, and Landlord shall be relieved of a letter all liability to Tenant for the return of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the such security deposits. The security deposits shall not be commingled with any other funds mortgaged, assigned or encumbered by Tenant. In the event of Borrower (such accounta permitted assignment or subletting under this Lease by Tenant, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (shall be hold by Landlord as a deposit made by the permitted assignee or subtenant and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject Landlord shall have no further liability with respect to the terms return of said security deposits to the original Tenant. (c) Commencing on the first day of the Leasesmonth following the twenty-fifty (25th) full calendar month of this Lease and continuing on the first day of each succeeding month during the remainder of the Lease Term, Landlord shall apply part of the security deposit toward the payment of Base Rental. After Notwithstanding the occurrence foregoing, Landlord shall in no way be prejudiced by its application of an Event the security deposit toward the payment of DefaultBase Rental, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held and, in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request event that such the balance of the security deposit is required insufficient to be returned cure a default of Tenant or to a tenant pursuant pay Base Rental as set forth above, then Landlord may pursue any of the remedies under this Lease available to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)Landlord.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Security Deposits. Borrower shall keep and hold all Deposits (a) All landlords of residential property requiring security deposits under Leases in accordance prior to occupancy (b) Prior to tendering any consideration deemed to be a security deposit, the prospective tenant shall be presented with applicable Legal Requirements and at a separately designated account under Borrower’s control at comprehensive listing of any then-existing damage to the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in unit which would be the case of basis for a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that charge against the security deposits deposit and the estimated dollar cost of repairing such damage. The tenant shall have the right to inspect the premises to ascertain the accuracy of such listing prior to taking occupancy. The landlord and the tenant shall sign the listing, which signature shall be conclusive evidence of the accuracy of such listing, but shall not be commingled with any other funds construed to be conclusive as to latent defects. If the tenant shall refuse to sign such listing, he shall state specifically in writing the items on the list to which he dissents, and shall sign such statement of Borrower dissent. (such accountc) At the termination of occupancy, the “Security Deposit Account”). After landlord shall inspect the occurrence premises and compile a comprehensive listing of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over any damage to Lender the unit which is the basis for any charge against the security deposits deposit and the estimated dollar cost of repairing such damage. The tenant shall have the right to inspect the premises to ascertain the accuracy of such listing. The landlord and the tenant shall sign such listing, which signatures shall be conclusive evidence of the accuracy of such listing. If the tenant shall refuse to sign such listing, he shall state specifically in writing the items on the list to which he dissents, and shall sign such statement of dissent. (and d) No landlord shall be entitled to retain any interest theretofore earned thereon) under Leases, to be held by Lender portion of a security deposit if the security deposit was not deposited in a Subaccount separate account as required by subsection (a) of this section and if the “Security Deposit Subaccount”initial and final damage listings required by subsections (b) subject to and (c of this section are not provided. (e) A tenant who disputes the terms accuracy of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant final damage listing given pursuant to the terms subsection (c of a Leasethis section may bring an action in district court. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered Tenant’s claim shall be paid limited to Lender and transferred by Lender into those items from which the Rollover Reserve Subaccount, to be applied and disbursed tenant specifically dissented in accordance with the provisions of Section 3.5 hereofsubsection (c of this section, or except as otherwise provided, and if the tenant shall fail to sign the listing or specifically dissent in accordance with subsection (c of this section, the tenant shall not be entitled to recover any damages under this section. (f) In the event a tenant leaves not paying his last month’s rent and does not demand a return of his deposit, the landlord may, after thirty (30) days, remove the deposit from the account and apply any such excess to the debt owing. (g) In the event the tenant leaves not owing rent and having any refund due, the landlord shall send notification to the last known or reasonably determinable address, of the amount of any refund due the tenant. Any letter In the event the landlord shall not have received a response from the tenant within sixty (60 days from the sending of credit such notification, the landlord may remove the deposit from the account and retain it free from any claim of the tenant or other instrument that Borrower receives any person claiming in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)his behalf.

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

Security Deposits. Borrower shall keep and hold all (a) As security deposits under Leases for Tenant's obligations to take possession of the Premises in accordance with applicable Legal Requirements the terms of this Lease and at to comply with all of Tenant's covenants, warranties and agreements hereunder, Tenant shall deposit with Landlord the sum set forth in Article 1(m(i) above on the date Tenant executes and delivers this Lease to Landlord. Such amount shall be applied by Landlord, without interest, to the first monthly installment(s) of Base Rental as they become due hereunder. In the event Tenant fails to take possession of the Premises as aforesaid, said sum shall be retained by Landlord for application in reduction, but not in satisfaction, of damages suffered by Landlord as a separately designated account under Borrower’s control at result of such breach by Tenant. (b) As additional security for the Clearing Bank faithful performance by Tenant throughout the Lease Term, and any extensions or renewals thereof, of all the terms and conditions of the Lease on the part of Tenant to be performed, Tenant shall deposit with Landlord the sum set forth in Article 1(m)(ii) above on the date Tenant executes and delivers this Lease to Landlord. Such amount shall be returned to Tenant, without interest, within twenty (20) days after the day set for the expiration of the Lease Term, or in another Eligible Account at any extension or renewal thereof, provided Tenant has fully and faithfully observed and performed all of the terms, covenants, agreements, warranties and conditions hereof on its part to be observed and performed. Landlord shall have the right to apply all or any part of said deposit toward the cure of any default of Tenant. If all or any part of said security deposit is so applied by Landlord, then Tenant shall immediately pay to Landlord an Eligible Institutionamount sufficient to return said security deposit to the balance on deposit with Landlord prior to said application. (c) (and In the event of a sale or transfer of Landlord's interest in the Premises or the Building or a lease by Landlord of the Building, Landlord shall have the right to transfer the within described security deposits to the purchaser or lessor, as the case may be, and Landlord shall be relieved of a letter all liability to Tenant for the return of credit, assigned with full power such security deposits. Tenant shall look solely to the new owner or lessor for the return of attorney and executed sight drafts to Lender) so that the said security deposits. The security deposits shall not be mortgaged, assigned or encumbered by Tenant. In the event of a permitted assignment under this Lease by Tenant, the security deposits shall be held by Landlord as a deposit made by the permitted assignee and Landlord shall have no further liability with respect to the return of said security deposits to the original Tenant. (d) Neither Landlord nor its agents shall be required to keep the security deposits separate from their general accounts, it being agreed that the security deposits may be commingled with any other funds of Borrower (such account, Landlord or of its agents. It is further agreed and acknowledged by Tenant that Landlord or its agents shall have the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over right to Lender deposit the security deposits (in an interest-bearing account, and any all interest theretofore earned thereon) under Leases, accrued on the security deposits shall belong to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount Landlord and will be released retained by Lender upon notice from Borrower together with such evidence Landlord as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)its property.

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

Security Deposits. Borrower shall keep and hold all (a) All security deposits under Leases of Tenants, whether held in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (cash or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower form, shall be deposited into one or more Eligible Accounts (such accounteach, the a “Security Deposit Account”). After (a) Borrower shall not (and shall not permit Manager or any other Person to) open any other accounts for the occurrence deposit of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into Tenants other than the Security Deposit SubaccountAccounts. (b) all amounts drawn under any letters of credit held by Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by a cash deposit deposits as hereinabove described and herein above described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the foregoing. (i) Upon Lender’s written request following the occurrence and during the continuance of an Event of Default, Borrower shall deliver (or cause to be delivered) to Lender (or Servicer) or to one or more accounts designated by Lender (or Servicer) the security deposits of Tenants, and (ii) upon a foreclosure of any Property or action in lieu thereof, Borrower shall deliver to Lender (or Servicer) or to an account designated by Lender (or Servicer) the security deposit applicable to the Lease with respect to such Property, except, in each case, to the extent any such security deposits were previously deposited into (a) following a default by the Tenant under the applicable Lease. Any security deposits delivered to Lender (or Servicer) pursuant to this Section 4.1.15

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

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

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

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

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

Security Deposits. Borrower shall keep Issuers shall, immediately upon receipt, deliver (and hold with respect to security deposits, letters of credit or other collateral already paid or delivered to any Issuer or its predecessor in interest, Issuers are concurrently herewith delivering) to Note Trustee all security deposits deposits, letters of credit or other collateral that it receives (or has received) from time to time from any Tenant as security for the performance by such Tenant of its obligations under Leases its Lease (1) the cash portion of which exceeds $100,000, or (2) the aggregate amount of which (both cash and non-cash portions) exceeds $185,000. Note Trustee shall deposit (or shall direct the applicable Issuers to deposit directly) any cash to be delivered by any Issuer pursuant to the preceding sentence in an escrow account in the name of Note Trustee and, except to the extent required by law or the applicable Lease, such account shall be maintained in accordance with the terms of Section 12.2 hereof. Note Trustee shall make such security available to Issuers or the applicable Legal Requirements and at a separately designated account Tenant on or prior to the tenth (10th) Business Day after notice from Issuers to the extent required to comply with obligations owed to such Tenant under Borrower’s control at the Clearing Bank (terms of its Lease or in another Eligible Account at an Eligible Institution) (and to Issuers, in the case event of a letter of creditsuch Tenant's default under its Lease, assigned with full power of attorney and executed sight drafts subject to Lender) so that the security deposits Note Trustee's approval, which approval shall not be commingled with any unreasonably withheld (based on, among other funds of Borrower (such accountthings, the “Security Deposit Account”intended use of such deposit and whether a replacement Lease has been executed). After the occurrence of an Event of DefaultNote Trustee may commingle funds deposited hereunder and Note Trustee shall not be obligated to segregate, Borrower shalldesignate or separately account for any specific security deposit, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject except to the terms extent that any Issuer notifies Note Trustee in writing at or prior to the time of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for any deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to segregated by the applicable Lease or under applicable law. Notwithstanding the foregoing, (x) Note Trustee shall not acquire a tenant pursuant security interest or Lien in respect of security deposits to the terms of a Lease. Any funds extent that such acquisition would be prohibited by applicable law and (y) to the extent required by law, security deposits shall be maintained within the state in which the Property in question is situate and, if permitted by law, shall be transferred to escrow accounts in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to name of Note Trustee within the applicable provisions of any Lease states (which has expired or has been terminated, cancelled or surrendered escrow accounts shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed maintained in accordance with the provisions terms of Section 3.5 12.2 hereof). Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).109

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

Security Deposits. Borrower shall keep and hold all (a) As security deposits under Leases for Tenant's obligations to take possession of the Demised Premises in accordance with applicable Legal Requirements the terms of this Lease and at to comply with all of Tenant's covenants, warranties and agreements hereunder, Tenant shall deposit with Landlord the sum set forth in Article 1(m)(i) above on the date Tenant executes and delivers this Lease to Landlord. Such amount shall be applied by Landlord, without interest, to the first monthly installment(s) of Base Rental as they become due hereunder. In the event Tenant fails to take possession of the Demised Premises as aforesaid, said sum shall be retained by Landlord for application in reduction, but not in satisfaction, of damages suffered by Landlord as a separately designated account under Borrower’s control at result of such breach by Tenant. (b) As additional security for the Clearing Bank faithful performance by Tenant throughout the Lease Term, and any extensions or renewals thereof, of all the terms and conditions of the Lease on the part of Tenant to be performed, Tenant shall deposit with COMPASS Management and Leasing, Inc., as agent for Landlord, the sum set forth in Article 1(m)(ii) above on the date Tenant executes and delivers this Lease to Landlord. Such amount shall be returned to Tenant, without interest, within twenty (20) days after the day set for the expiration of the Lease Term, or in another Eligible Account at any extension or renewal thereof, provided Tenant has fully and faithfully observed and performed all of the terms, covenants, agreements, warranties and conditions hereof on its part to be observed and performed. Landlord shall have the right to apply all or any part of said deposit toward the cure of any default of Tenant. If all or any part of said security deposit is so applied by Landlord, then Tenant shall immediately pay to Landlord an Eligible Institutionamount sufficient to return said security deposit to the balance on deposit with Landlord prior to said application. (c) (and In the event of a sale or transfer of Landlord's interest in the Demised Premises or the Building or a lease by Landlord of the Building, Landlord shall have the right to transfer the within described security deposits to the purchaser or lessor, as the case may be, and Landlord shall be relieved of a letter all liability to Tenant for the return of credit, assigned with full power such security deposits. Tenant shall look solely to the new owner or lessor for the return of attorney and executed sight drafts to Lender) so that the said security deposits. The security deposits shall not be mortgaged, assigned or encumbered by Tenant. In the event of a permitted assignment under this Lease by Tenant, the security deposits shall be held by Landlord as a deposit made by the permitted assignee and Landlord shall have no further liability with respect to the return of said security deposits to the original Tenant. (d) Neither Landlord nor its agents shall be required to keep the security deposits separate from their general accounts, it being agreed that the security deposits may be commingled with any other funds of Borrower (such account, Landlord or of its agents. It is further agreed and acknowledged by Tenant that Landlord or its agents shall have the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over right to Lender deposit the security deposits (in an interest-bearing account, and any all interest theretofore earned thereon) under Leases, accrued on the security deposits shall belong to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount Landlord and will be released retained by Lender upon notice from Borrower together with such evidence Landlord as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)its property.

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

Security Deposits. Borrower shall keep and hold all (a) All security deposits under Leases of Tenants, whether held in accordance cash or any other form, shall be deposited into one or more Eligible Accounts (each, a “Security Deposit Account”) established and maintained by Borrower at a local bank which shall be an Eligible Institution, held in compliance with applicable all Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts identified by written notice to Lender) so that the security deposits , and shall not be commingled with any other funds of Borrower. Borrower (such account, shall cause all security deposits received by Borrower or Manager after the “Closing Date to be deposited into a Security Deposit Account”), the Collection Account or a Rent Deposit Account within three (3) Business Days of receipt. After the occurrence of an Event of Default, Borrower shall, upon Lender’s requestno less frequently than once each month, if permitted by applicable Legal Requirements, turn over to Lender the transfer into a Security Deposit Account any security deposits (previously received and any interest theretofore earned thereon) under Leases, to deposited into the Collection Account or a Rent Deposit Account. The security deposits shall be held disbursed by Lender Borrower in a Subaccount (the “Security Deposit Subaccount”) subject to accordance with the terms of the Leasesapplicable Leases and all Legal Requirements. After In the occurrence event the Tenant under any Lease defaults such that the applicable security deposit may be drawn upon on account of an Event such default, the proceeds of Default, such draw shall constitute Collections and Borrower shall also deliver to Lender (immediately deposit the proceeds thereof into a Rent Deposit Account or the Collection Account. Borrower shall pay for deposit into all expenses of opening and maintaining the Security Deposit SubaccountAccounts. So long as the Debt is outstanding, except as otherwise provided in this Section 4. (a) all amounts drawn under Borrower shall not (and shall not permit Manager or any letters other Person to) open any other accounts for the deposit of credit held by security deposits other than the Security Deposit Accounts. (b) Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by a cash deposit deposits as hereinabove described and herein above described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the foregoing. (i) Upon Lender’s written request following the occurrence and during the continuance of an Event of Default, Borrower shall deliver (or cause to be delivered) to Lender (or Servicer) or to one or more accounts designated by Lender (or Servicer) the security deposits, (a) following a default by the Tenant under the applicable Lease. Any security deposits delivered to Lender (or Servicer) pursuant to this Section 4.1.15

Security Deposits. (a) To the extent required under applicable law or the applicable Lease, Borrower shall keep and hold all cash security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account Account under Borrower’s control at the Clearing Deposit Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower. To the extent the landlord under a Lease is required under applicable law or the applicable Lease, to keep cash security deposits separated, Lender will comply with such requirement. (b) Concurrently with the execution of this Agreement, Borrower has delivered to Lender the NYT Letter of Credit, together with an assignment thereof in favor of Lender executed by Borrower. Provided that there is no uncured Event of Default, if Borrower shall give a notice to Lender requesting that Lender present the NYT Letter of Credit to the issuing bank (and stating the amount to be drawn and on what basis the NYT Letter of Credit is to be drawn), then provided the NYT Letter of Credit may be drawn by the landlord pursuant to the provisions of the NYT Space Lease, Lender shall within five (5) Business Days thereafter either present the NYT Letter of Credit to the issuing bank for a draw thereunder in the amount set forth in Borrower’s notice or deliver the NYT Letter of Credit (together with all forms or information reasonable necessary to transfer the NYT Letter of Credit to Xxxxx Wrap) to Xxxxx Wrap. If Lender shall fail to so present or deliver the NYT Letter of Credit within said five (5) Business Day period, then Borrower may give a second notice to Lender requesting that Lender so present the NYT Letter of Credit or so deliver the NYT Letter of Credit (together with an assignment thereof in favor of Xxxxx Wrap) to Xxxxx Wrap, which second notice shall specifically refer to this Section 3.7 and shall explicitly state that if Lender shall fail to so present or deliver the NYT Letter of Credit within five (5) Business Days after the giving of such accountsecond notice, Lender will be liable for any reasonable cost, expense or loss incurred by Xxxxx Wrap as a result of Lender’s failure to so present or draw the NYT Letter of Credit. Borrower hereby covenants and agrees to give Lender a reminder notice stating the expiration date of the NYT Letter of Credit no less than forty (40) days and no more than ninety (90) days prior to such expiration date and a second reminder notice stating the expiration date of the NYT Letter of Credit no later than twenty (20) days and no more than thirty (30) days prior to such expiration date. Lender shall have the right at its sole option to present the NYT Letter of Credit to the issuing bank for the drawing of the full amount thereof (i) at any time after the fifteenth (15th) day before the expiration date thereof or (ii) at any time during the continuance of an Event of Default and the continuance of an event of default by the Space Tenant under the NYT Space Lease. (c) If at any time Lender draws on the NYT Letter of Credit, Lender will deposit any proceeds thereof in an Account (the “NYT Security Deposit Account”). All monies in the NYT Security Deposit Account will be additional collateral to secure repayment of the Debt. While the NYT Space Lease is in force and effect, provided that there is then no uncured Event of Default, within ten (10) days after request from Borrower, Lender will disburse all monies in the NYT Security Deposit Account to Space Tenant. (d) Notwithstanding anything herein to the contrary, Lender agrees that it shall not draw upon the NYT Letter of Credit unless (i) (x) an Event of Default (as defined in the NYT Space Lease) has occurred and is continuing or (y) Borrower, as landlord under the NYT Space Lease, is otherwise permitted to draw on the NYT Letter of Credit in accordance with the terms of the NYT Space Lease and (ii) (x) an Event of Default has occurred and is continuing hereunder or (y) Borrower directs Lender to make such draw or (z) the expiration date of the NYT Letter of Credit is less than fifteen (15) days after the date of the proposed draw. (e) After the occurrence termination of the NYT Space, and provided that no Event of Default has occurred and is continuing, Lender shall disburse funds held in the NYT Security Deposit Account to Borrower, within fifteen (15) days after the delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $5,000, provided (i) such disbursement is for an Approved Leasing Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) performance of any construction work associated with such Approved Leasing Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used only to pay (or reimburse Borrower for) Approved Leasing Expenses and a description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements have been used only to pay (or reimburse Borrower for) the previously identified Approved Leasing Expenses, and (B) reasonably detailed supporting documentation as to the amount, necessity and purpose therefor. Any such disbursement of more than $10,000 to pay (rather than reimburse) Approved Leasing Expenses may, at Lender’s option, be made by joint check payable to Borrower and the payee of such Approved Leasing Expenses. (f) Notwithstanding anything herein to the contrary, during the continuance of an Event of Default under the NYT Space Lease and during the continuance of an Event of Default, Borrower shall, upon Lender’s requestLender may apply any monies in the NYT Security Deposit Account to payment of the Debt in any order and in any manner as Lender may elect in its sole discretion. (g) Notwithstanding anything herein to the contrary, if permitted by applicable Legal Requirements, turn over Borrower has delivered to Lender a Letter of Credit constituting a security deposit under a Net Lease and the landlord under such Net Lease is required to return to the Net Tenant such Letter of Credit or the proceeds thereof pursuant to the such Net Lease, Lender will return same to Borrower within ten (10) days after written request by Borrower. (h) Upon repayment in full of the Debt, Lender will return to Borrower any Letter of Credit constituting a security deposits (and any interest theretofore earned thereon) deposit under Leases, to be a Net Lease then held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with any required forms or information to change the designated beneficiary of such evidence as Lender may reasonably request that such security deposit is required Letter of Credit to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)Xxxxx Wrap.

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

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

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

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

Security Deposits. Borrower shall keep and hold all security deposits under Leases A. Landlord acknowledges receipt from Tenant of the sum set forth in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible InstitutionSection l(I) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (Landlord as security for Tenants satisfactory performance of the “Security Deposit Subaccount”) subject terms, covenants and conditions of this Lease including the payment of Basic Rent and Additional Rent. B. Landlord may use, apply or retain the whole or any part of the security so deposited to the terms extent required for the payment of any Basic Rent and Additional Rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default in respect of any of the Leases. After the occurrence terms, covenants and conditions of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under this lease including any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held damages or deficiency in the Security Deposit Subaccount will re-letting of the Demised Premises or other reentry by Landlord. C. If Landlord uses, applies or retains the whole or any part of the security, Tenant shall replenish the security to its original sum twenty (20) days after being notified by the Landlord of the amount due. Tenant shall be in default of this Lease if the amount due is not paid within the required time period. D. In the event of a sale or leasing of the real property or any part thereof, of which the Demised Premises form a part, Landlord shall have the right to transfer the security to the vendee or lessee, and if such transfer occurs, Landlord shall be released by Lender upon notice Tenant from Borrower together with such evidence as Lender may reasonably request all liability for the return of said security provided that such the new Landlord acknowledges in writing its obligation to return the security deposit is required and that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. E. Tenant covenants that it shall not assign or encumber the security deposit given to Landlord pursuant to this Lease. Neither Landlord, its successors or assigns shall be bound by any such assignment or encumbrance or any attempted assignment or encumbrance. F. Any part of the security not used or retained by Landlord shall be returned to a tenant pursuant Tenant within thirty (30) days after delivery of exclusive possession of the Demised Premises to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)Landlord.

Security Deposits. Borrower The Tenant has deposited $ with the Landlord as a security deposit. This security deposit shall keep be held by the Landlord as security for the Landlord against any loss or damage caused or allowed by the Tenant, the Tenant’s household members, and/or the Tenant’s guests. The Tenant understands that the Tenant’s liability for loss and/or damage is not limited to the amount of the security deposit, and hold that any amount of loss and/or damage in excess of the security deposit is an obligation of the Tenant. Except as limited by applicable statute or regulation, “loss” as used herein, includes, but is not limited to, all security deposits under Leases rent delinquency, late charges, rekeying expenses, loss of use, reasonable attorney fees and court costs incurred in accordance with applicable Legal Requirements any successful legal proceeding brought by Landlord to recover possession of the dwelling unit, waste or misuse of utilities and/or services, hauling and at a separately designated account under Borrowerstorage expenses for Tenant’s control at personal property, including automobiles, the Clearing Bank (or improper impairment of Landlord’s business operations, expenses involved in another Eligible Account at an Eligible Institution) (hauling and storing the next occupant’s furnishings and providing substitute living quarters for same in the case event of a letter of creditTenant holdover, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds expense, charge or government fine incurred by Landlord as a result of Borrower (such accountany violation of this Lease, improper use of the dwelling unit or its appurtenances, or negligence on the part of Tenant, Tenant’s household members, Tenant’s guests and/or any other person under Tenant’s control. “Damages,” as used herein, includes, but is not limited to, the “Security Deposit Account”)destruction, damaging, removal, impairment and devaluation of property, reasonable wear and tear excepted, and also includes any remodeling, alterations or modifications made by Tenant without the prior written consent of Landlord. The Landlord will hold this security deposit for the period the Tenant occupies the unit. After the occurrence Tenant has moved from the unit, the Landlord will determine whether the Tenant is eligible for a refund of an Event any or all of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms deposit. The amount of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount refund will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed determined in accordance with the provisions following conditions and procedures. a. The Tenant will be eligible for a refund of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash the security deposit under any Lease entered into after only if the date hereof shall (i) be maintained in full force Tenant provided the Landlord with the 30-day written notice of intent to move required by paragraph 23, unless the Tenant was unable to give the notice for reasons beyond his/her control. b. After the Tenant has moved from the unit, the Landlord will inspect the unit and effect complete another Unit Inspection Report. The Landlord will permit the Tenant to participate in the full inspection, if the Tenant so requests. c. The Landlord will refund to the Tenant the amount unless replaced of the security deposit plus interest computed at %, beginning , less any amount needed to pay the cost of: (1) unpaid rent and any other “loss” suffered by a cash deposit the Landlord to the extent permitted by applicable law; (2) damages that are not due to normal wear and tear and not listed on the initial Unit Inspection Report; (3) charges for late payment of rent and returned checks, as hereinabove described in paragraph 5; and (4) charges for unreturned keys, replacement keys, replacement of locks, assisting with entry in the event of Tenant lockout, and (ii) if permitted pursuant unreturned spare keys, all as described in paragraph 9. d. The Landlord agrees to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender).refund the amount computed in paragraph 8c within thirty

Security Deposits. Borrower Prior to the Closing, Seller shall keep and hold all security deposits have the right held under Leases in accordance with respect of defaults by tenants under such applicable Legal Requirements and at a separately designated account under Borrower’s control at Leases arising after the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so Effective Date provided that the Seller shall not apply any such security deposits shall not be commingled with any other funds unless Seller has sent a notice to Purchaser of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon LenderSeller’s request, if permitted by applicable Legal Requirements, turn over intent to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that apply such security deposit and has delivered a notice of default to such tenant and any cure period granted in such tenant’s Lease has expired and (ii) to return the security deposit of any tenant thereunder who in the good faith judgment of Seller is required entitled to be returned to a tenant the return of such deposit pursuant to the terms of a Leaseits Lease or otherwise by law. Any funds Seller shall not apply any security deposits in respect of any default under any Lease arising prior to the Security Deposit Subaccount which Borrower is permitted Effective Date. At Closing, Seller shall transfer or cause to retain be transferred to Purchaser the security deposits then held by Seller and not applied to defaults or returned to tenants as above provided, subject to the apportionment of administrative charges pursuant to Section 6(a)(iii) above. In lieu of such transfer, Seller may credit any such cash security deposits against the applicable provisions Purchase Price. To the extent that any security deposit consists of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any a letter of credit (an “L/C”), then, prior to the Closing, Seller shall use commercially reasonable efforts to cause the issuing bank to name Purchaser as the beneficiary thereunder (either pursuant to a transfer of such L/C which satisfies the issuing bank’s transfer requirements, by obtaining an amendment to the L/C naming Purchaser as the beneficiary thereunder, or by obtaining a replacement L/C in the form of the L/C being replaced but naming Purchaser as the beneficiary thereunder and, in the case of any of the foregoing, in the form and substance reasonably satisfactory to Purchaser) (each, an “L/C Transfer”). At the Closing, to the extent in Seller’s possession, Seller shall deliver to Purchaser the originals of all L/C’s (and any amendments or modifications thereof) whether or not an L/C Transfer has been consummated with respect to such L/C. If, as of the Closing, an L/C Transfer shall not have been consummated with respect to any L/C, then Seller shall reasonably cooperate, at Seller’s cost, with Purchaser following the Closing so as to consummate an L/C Transfer with respect thereto. Seller shall be responsible for and shall timely pay all transfer fees or other instrument that Borrower receives charges imposed by the issuing bank in lieu order to consummate an L/C Transfer. If, at any time, Purchaser desires to draw upon any L/C as to which an L/C Transfer shall not then have been consummated, then Seller shall, within five (5) business days following Purchaser’s request, execute and deliver to Purchaser any sight drafts, certifications, affidavits or other documentation contemplated by the L/C or otherwise required by the issuing bank, so as to enable Purchaser to draw upon and receive the proceeds of a cash security deposit under any Lease entered into after such L/C. This paragraph will survive Closing until the earlier of (a) nine (9) months from the Closing Date or (b) the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant on which all L/Cs have been transferred to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)Purchaser.

Security Deposits. Borrower shall keep and hold all (a) All security deposits under Leases of Tenants, whether held in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (cash or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any other funds of Borrower form, shall be deposited into one or more Eligible Accounts (such accounteach, the a “Security Deposit Account”). After the occurrence of ) established and maintained by Borrower at a bank which shall be an Event of DefaultEligible Institution, Borrower shall, upon Lender’s request, if permitted by applicable held in compliance with all Legal Requirements, turn over to Lender and identified on Schedule XIII, as such schedule may be updated (a) Borrower shall not (and shall not permit Manager or any other Person to) open any other accounts for the deposit of security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into Tenants other than the Security Deposit SubaccountAccounts. (b) all amounts drawn under any letters of credit held by Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by a cash deposit deposits as hereinabove described and herein above described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the foregoing. (i) Upon Lender’s written request following the occurrence and during the continuance of an Event of Default, Borrower shall deliver (or cause to be delivered) to Lender (or Servicer) or to one or more accounts designated by Lender (or Servicer) the security deposits of Tenants, and (ii) upon a foreclosure of any Property or action in lieu thereof, Borrower shall deliver to Lender (or Servicer) or to an account designated by Lender (or Servicer) the security deposit applicable to the Lease with respect to such Property, except, in each case, to the extent any such security deposits were previously deposited into a Rent Deposit Account or the Collection Account in accordance with Section 4.1.15 (a) following a default by the Tenant under the applicable Lease. Any security deposits delivered to Lender (or Servicer) pursuant to this Section 4.1.15

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

Security Deposits. Borrower shall keep and hold all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and Lessor acknowledges receipt of Security Deposit in the case amount $ 2,600-00, as ---------- security for the full and faithful performance by the Lessee of a letter the terms, conditions and covenants or this Lease. Lessee and Lessor agree that the following disposition shall apply to the Security Deposit. (a) If the monthly rent shall from time to time increase during the term or any extension of creditthe term of this Lease, assigned Lessee shall thereupon deposit with full power of attorney and executed sight drafts to Lender) Lessor additional Security Deposit so that the security deposits total Security Deposit is equal to the then current rent. (b) Lessor can maintain the Security Deposit separate and apart from Lessor's general funds or can co-mingle the Security Deposit with Lessor's general and other funds. (c) Lessor shall not be commingled required to pay Lessee interest on the Security Deposit. (d) Lessor's obligation with any other funds of Borrower (such account, the “Security Deposit Account”). After the occurrence of an Event of Default, Borrower shall, upon Lender’s request, if permitted by applicable Legal Requirements, turn over respect to Lender the security deposits (and any interest theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”) subject to the terms of the Leases. After the occurrence of an Event of Default, Borrower shall also deliver to Lender (for deposit into the Security Deposit Subaccountare those of a debtor and not a trustee. (e) If at any time during the term hereof Lessee shall be in default. in the payment of rent or any portion thereof, or of any sums expressly constituting additional rent, Lessor may appropriate and apply any portion of the Security Deposit as may be necessary to the payment of overdue rent or other sums expressly constituting additional rent. (f) If at any time during the term hereof Lessee should fail to repair any damage to the premises leased or any part of the common portions of the complex caused by such Lessor or his agent, employees, invitees or other visitors through lack of ordinary care for a period of greater than 30 days after written demand to make such repairs is served on Lessee by Lessor, then Lessor may appropriate and apply any portion of the Security Deposit as may be reasonably necessary to fund the repair. (g) If on termination of this Lease for any reason Lessee does not leave the premises in as good condition as when received by Lessee from Lessor, reasonable wear and tear expected, then Lessor may appropriate and apply any portion of the Security Deposit as may be reasonably necessary to put the premises in such condition. (h) If on termination of the Lease or incident to any actions to enforce the agreements, terms and conditions of this Lease, it becomes necessary for Lessor to obtain the services of attorneys, sheriffs, or moving and storage firms to secure full possession of the premises or other legal proceedings, Lessor may appropriate and apply any portion of the Security Deposit as may be reasonably necessary to fund such services. None of the above shall prevent or limit Lessor from bringing suit to recover any and all amounts drawn funds for such costs which may exceed the amount of the Security Deposit. (i) Lessee agrees to restore the Security Deposit to its original amount should resort to funds be required by Lessor during the period of this Lease. Refusal to restore such amount within 15 days after written demand shall be cause for termination of this Lease. (j) Lessor agrees to hold such Security Deposit for Lessee, free from the claim of any creditor of Lessee except a trustee in bankruptcy. (k) Should Lessor transfer his interest under the Lease in any letters manner, he or his agent shall do one of credit held the following acts, either of which shall relieve him of further liability with respect to such depsoit: 1. Transfer the portion of such deposit remaining after any lawful deductions, as above, to his successor in interest, and thereafter notify the Lessee by Borrower registered mail at the address under this Lease or such transfer, and of the transferee's name and address. On receipt of such remaining deposit, the successor is interest of Lessor shall have all rights and obligations of Lessor holding such deposit with respect to such deposit. 2. Return the portion of such deposit remaining after any lawful deductions as above have been made. (l) The security Deposit shall not be treated by Lessee as in lieu of cash security deposits. Security deposits held in payment of the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall (i) be maintained in full force and effect in the full amount unless replaced by a cash deposit as hereinabove described and (ii) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender)last month's rent.

Security Deposits. Borrower shall keep and hold all (a) All security deposits under Leases of Tenants, whether held in accordance cash or any other form, shall be deposited into one or more Eligible Accounts (each, a “Security Deposit Account”) established and maintained by Borrower at a local bank which shall be an Eligible Institution, held in compliance with applicable all Legal Requirements and at a separately designated account under Borrower’s control at the Clearing Bank (or in another Eligible Account at an Eligible Institution) (and in the case of a letter of credit, assigned with full power of attorney and executed sight drafts identified by written notice to Lender) so that the security deposits , and shall not be commingled with any other funds of Borrower. Borrower (such accountshall cause all security deposits received by Borrower, Manager or third-party property manager of any security deposit after the “Closing Date to be deposited into a Security Deposit Account”), the Cash Management Account or a Rent Deposit Account within three (3) Business Days of receipt; provided, that security deposits held or received by any third-party property manager may be held in a trust account maintained by such third-party property manager for safe keeping of such security deposits. After the occurrence of an Event of Default, Borrower shall, upon Lender’s requestno less frequently than one each month, if permitted by applicable Legal Requirements, turn over to Lender the transfer into a Security Deposit Account any security deposits (previously received and any interest theretofore earned thereon) under Leases, to deposited into the Cash Management Account or a Rent Deposit Account. The security deposits shall be held disbursed by Lender Borrower in a Subaccount (the “Security Deposit Subaccount”) subject to accordance with the terms of the Leasesapplicable Leases and all Legal Requirements. After In the occurrence event the Tenant under any Lease defaults such that the applicable security deposit may be drawn upon on account of an Event such default, the proceeds of Default, such draw shall constitute Collections and Borrower shall also deliver promptly (but in any event, within three (3) Business Days), deposit the proceeds thereof into a Rent Deposit Account or the Cash Management Account. (b) Any bond or other instrument which Borrower is permitted to Lender (for deposit into the Security Deposit Subaccount) all amounts drawn under any letters of credit held by Borrower hold in lieu of cash security deposits. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from Borrower together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant pursuant to the terms of a Lease. Any funds in the Security Deposit Subaccount which Borrower is permitted to retain pursuant to the under applicable provisions of any Lease which has expired or has been terminated, cancelled or surrendered shall be paid to Lender and transferred by Lender into the Rollover Reserve Subaccount, to be applied and disbursed in accordance with the provisions of Section 3.5 hereof. Any letter of credit or other instrument that Borrower receives in lieu of a cash security deposit under any Lease entered into after the date hereof shall Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by a cash deposit deposits as hereinabove described and above described, (ii) shall be issued by an institution reasonably satisfactory to Lender, (iii) shall, if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee thereunder (or at Lender’s option, be fully assignable to Lender), and (iv) shall in all respects comply with applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory to Lender of Borrower’s compliance with the foregoing. (c) Upon Lender’s written request during an Event of Default, Borrower shall deliver (or cause to be delivered) all security deposits to Lender for safe-keeping, and not for application against the Debt. Upon a foreclosure of any Property or transfer in lieu thereof, Borrower shall deliver to Lender or to an account designed by Lender the security deposits applicable to such Property for safe-keeping and not for application to the Debt.