Common use of Tenant Deposits Clause in Contracts

Tenant Deposits. All tenant and licensee security deposits collected and not applied by AFE, PXR, PXURA or PXLA (and interest thereon if required by law or contract) as of the Closing Date shall be retained by AFE, PXR, PXURA or PXLA at Closing. As of the Closing, AFE, PXR, PXURA and PXLA shall retain their obligations related to tenant and licensee security deposits, but only to the extent the security deposits are retained by AFE, PXR, PXURA and PXLA at Closing. Notwithstanding the foregoing provisions of this Section 8.8, deposits in the form of letters of credit will not be transferred or credited at the Closing. All letters of credit will remain in the name of AFE, PXR, PXURA and PXLA at Closing. Purchaser and Seller shall each pay one-half (1/2) of the costs and expenses, if any, of delivering the letters of credit to Purchaser. In the event that prior to a transfer of any such letter of credit to Purchaser, Purchaser deems it advisable to cause AFE, PXR, PXURA or PXLA to draw on the same, Seller will cooperate in such presentation, and direct payment by virtue of any such presentation to AFE, PXR, PXURA or PXLA, and if Seller receives any such payment it will promptly deliver such payment in the form received and endorsed, without recourse, to Purchaser on behalf of AFE, PXR, PXURA or PXLA. Purchaser shall defend, indemnify and hold Seller harmless from all claims, causes of actions, actions, damages, costs, liabilities and expenses, including (without limitation) reasonable attorneys’ fees, that may arise out of any such presentation or related payment, other than by reason of any actions of Seller other than at the written direction of Purchaser. If any security deposit is held in a form other than cash or a letter of credit, for example, debt or equity securities, at Closing, such debt or equity securities shall continue to be held by AFE or the applicable Subsidiary.

Tenant Deposits. All tenant and licensee security deposits collected and not applied by AFE, PXR, PXURA or PXLA (and interest thereon if required by law or contract) The unapplied portion of any Tenant Deposits as of the Closing Date shall be retained by AFE, PXR, PXURA or PXLA at Closing. As date of the Closing, AFE, PXR, PXURA and PXLA shall retain their obligations related Rent Roll that have been paid to tenant and licensee security deposits, but only the owner of each Property or are held by agents of the owner of each Property on its behalf (or that were deposited with any predecessor in interest to the owner to the extent the predecessor has turned over security deposits to the owner or given the owner a credit therefor) by any Tenants or contractors are retained by AFE, PXR, PXURA and PXLA at Closing. Notwithstanding the foregoing provisions of this Section 8.8, deposits in the form of cash, except for any letters of credit will not be transferred or credited at other similar instruments set forth in Schedule 2.7 of the ClosingDisclosure Schedule. All To the extent any Tenant Deposits are held by Seller or a Subsidiary or any security deposit has been applied in violation of Section 6.1(r), Seller shall, as applicable, pay to Purchaser, in cash, or credit against the Purchase Price the aggregate amount of any such Tenant Deposits (or transfer any letters of credit will remain or other non-cash Tenant Deposits) and the amount applied in violation of Section 6.1(r). Purchaser hereby indemnifies and agrees to defend Seller and the name of AFESeller Parties for, PXRand agrees to defend and hold Seller and the Seller Parties harmless from and against, PXURA any and PXLA at all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) imposed upon or incurred by Seller and Seller Parties with respect to the Tenant Deposits actually paid over or assigned to Purchaser pursuant to this Section, or with respect to the application thereof by Purchaser subsequent to Closing. Purchaser and Seller shall each pay one-half (1/2) will be entitled to retain as its property its percentage of any interest accrued on any Tenant Deposits prior to Closing except to the costs and expenses, if any, of delivering extent such interest is required to be paid to any Tenants pursuant to their respective Leases or the depositing contractor. Seller will use its reasonable efforts to cause all letters of credit to Purchaser. In be assigned or re-issued to Purchaser at the event that prior Closing and will continue to a transfer of any assist Purchaser after the closing to cause such letter letters of credit to Purchaser, Purchaser deems it advisable to cause AFE, PXR, PXURA or PXLA to draw on the same, Seller will cooperate in such presentation, and direct payment by virtue of any such presentation to AFE, PXR, PXURA or PXLA, and be re-issued if Seller receives any such payment it will promptly deliver such payment in the form received and endorsed, without recourse, to Purchaser on behalf of AFE, PXR, PXURA or PXLA. Purchaser shall defend, indemnify and hold Seller harmless from all claims, causes of actions, actions, damages, costs, liabilities and expenses, including (without limitation) reasonable attorneys’ fees, that may arise out of any such presentation or related payment, other than by reason of any actions of Seller other than at the written direction of Purchaser. If any security deposit is held in a form other than cash or a letter of credit, for example, debt or equity securities, at Closing, such debt or equity securities shall continue to be held by AFE or the applicable Subsidiarythey are not assignable.

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

Tenant Deposits. All tenant and licensee security deposits collected deposited by Tenants and not theretofore applied by AFE, PXR, PXURA to obligations of such Tenants under the Leases shall be transferred or PXLA (and interest thereon credited to Purchaser at Closing or placed in escrow if required by law or contract) as of the Closing Date shall be retained by AFE, PXR, PXURA or PXLA at Closingapplicable laws. As of the Closing, AFE, PXR, PXURA and PXLA Purchaser shall retain their assume Seller’s obligations related to tenant and licensee security deposits, but only to the extent the Tenant security deposits are retained by AFE, PXR, PXURA and PXLA transferred or credited to Purchaser at Closing. Notwithstanding Purchaser will indemnify, defend, and hold Seller harmless from and against all demands and claims made by Tenants arising out of the foregoing provisions application or disposition by Purchaser after Closing of this Section 8.8any security deposits transferred or credited to Purchaser at Closing and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by Tenants. In the case of any security deposits held by Seller in the form of letters of credit will not credit, such letters of credit, to the extent permitted by the terms thereof, shall be transferred or credited assigned to Purchaser at the Closing, at Seller’s expense. All In the case of any such letters of credit will remain in the name of AFEwhich by their terms are not assignable, PXR, PXURA and PXLA at Closing. Purchaser and Seller shall each pay one-half (1/2cause the applicable Tenant(s) of the costs and expenses, if any, of delivering the to replace such letters of credit with ones which are assignable to Purchaser. In This section shall survive the event that prior to a transfer Closing and shall not merge into any documents of any such letter of credit to Purchaser, Purchaser deems it advisable to cause AFE, PXR, PXURA or PXLA to draw on the same, Seller will cooperate in such presentation, and direct payment by virtue of any such presentation to AFE, PXR, PXURA or PXLA, and if Seller receives any such payment it will promptly deliver such payment in the form received and endorsed, without recourse, to Purchaser on behalf of AFE, PXR, PXURA or PXLA. Purchaser shall defend, indemnify and hold Seller harmless from all claims, causes of actions, actions, damages, costs, liabilities and expenses, including (without limitation) reasonable attorneys’ fees, that may arise out of any such presentation or related payment, other than by reason of any actions of Seller other than at the written direction of Purchaser. If any security deposit is held in a form other than cash or a letter of credit, for example, debt or equity securities, conveyance delivered at Closing, such debt or equity securities shall continue to be held by AFE or the applicable Subsidiary.

Tenant Deposits. All The tenant and licensee security deposits collected and not applied received by AFE, PXR, PXURA or PXLA Seller as set forth on Schedule 4 attached hereto (and interest thereon if required by law or contractcontract to be earned thereon) as and not theretofore applied to tenant obligations under the Leases in accordance with the terms of the Closing Date Leases shall be retained transferred or credited to Buyer at the Close of Escrow or placed in escrow if required by AFE, PXR, PXURA or PXLA at Closinglaw. As of the ClosingClose of Escrow, AFE, PXR, PXURA and PXLA Buyer shall retain their assume Seller’s obligations related to tenant security deposits transferred or credited to Buyer (“Transferred Security Deposits”). Xxxxx will indemnify, defend, and licensee security depositshold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any Transferred Security Deposits and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, but only to the extent the expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenants. If any security deposits are retained by AFE, PXR, PXURA and PXLA at Closing. Notwithstanding the foregoing provisions of this Section 8.8, deposits in the form of letters a letter of credit, Seller’s obligation to deliver or credit such deposit shall be satisfied by the delivery by Seller, as of the Close of Escrow, of the original letter of credit will not be transferred or credited into Escrow, and execute and deliver into Escrow at Closing such other instruments as the Closing. All letters issuer of such letter of credit will remain shall reasonably require in order to cause the name of AFE, PXR, PXURA and PXLA at Closing. Purchaser and Seller shall each pay one-half (1/2) of the costs and expenses, if any, of delivering the letters of credit to Purchaser. In the event that prior to a transfer of any named beneficiary under such letter of credit to Purchaser, Purchaser deems it advisable be changed to cause AFE, PXR, PXURA or PXLA to draw on Buyer. All costs of the same, Seller will cooperate in such presentation, and direct payment by virtue assignment of any such presentation to AFE, PXR, PXURA or PXLA, and if Seller receives any such payment it will promptly deliver such payment in the form received and endorsed, without recourse, to Purchaser on behalf of AFE, PXR, PXURA or PXLA. Purchaser shall defend, indemnify and hold Seller harmless from all claims, causes of actions, actions, damages, costs, liabilities and expenses, including (without limitation) reasonable attorneys’ fees, that may arise out of any such presentation or related payment, other than by reason of any actions of Seller other than at the written direction of Purchaser. If any security deposit is held in a form other than cash or a letter of credit, for example, debt or equity securities, at Closing, such debt or equity securities credit shall continue to be held paid by AFE or the applicable SubsidiaryXxxxxx.

Tenant Deposits. All tenant and licensee security deposits collected and not applied deposited by AFE, PXR, PXURA or PXLA Tenants (and interest thereon if required by law applicable laws or contractcontract to be earned thereon) as and not theretofore applied to obligations of such Tenants under the Closing Date Leases shall be retained transferred or credited to Purchaser at Closing or placed in escrow if required by AFE, PXR, PXURA or PXLA at Closingapplicable laws. As of the Closing, AFE, PXR, PXURA and PXLA Purchaser shall retain their assume Seller's obligations related to tenant and licensee security deposits, but only to the extent the Tenant security deposits are retained by AFE, PXR, PXURA and PXLA transferred or credited to Purchaser at Closing. Notwithstanding Purchaser will indemnify, defend, and hold Seller harmless from and against all demands and claims made by Tenants arising out of the foregoing provisions transfer or disposition of this Section 8.8any security deposits transferred or credited to Purchaser at Closing and will reimburse Seller for all reasonable attorneys' fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by Tenants. In the case of any security deposits held by Seller in the form of letters of credit will not credit, such letters of credit, to the extent permitted by the terms thereof, shall be transferred or credited assigned to Purchaser at the Closing. All In the case of any such letters of credit will remain in the name of AFEwhich by their terms are not assignable, PXR, PXURA and PXLA at Closing. Purchaser and Seller shall each pay one-half (1/2use reasonable efforts to cause the applicable Tenant(s) to replace such letters of the costs and expensescredit with ones which are assignable to Purchaser; however, if anyall such replacement letters of credit are not obtained prior to the Closing, Seller shall deliver such nonassignable letters of delivering credit to Purchaser; shall continue to use reasonable efforts to cause the letters of credit to Purchaserbe reissued to Purchaser and shall use reasonable efforts to assist Purchaser in enforcing its rights with respect to such letters of credit. In the event Seller hereby agrees and covenants that it shall file all tax returns and reports required to be filed prior to a transfer of any such letter of credit to Purchaser, Purchaser deems it advisable to cause AFE, PXR, PXURA or PXLA to draw on the same, Seller will cooperate in such presentationClosing, and direct payment by virtue of any such presentation to AFE, PXR, PXURA or PXLA, and if Seller receives any such payment it will promptly deliver such payment shall reasonably cooperate with Purchaser in the form received and endorsed, without recourse, to Purchaser on behalf filing of AFE, PXR, PXURA tax reports or PXLA. Purchaser shall defend, indemnify and hold Seller harmless from all claims, causes of actions, actions, damages, costs, liabilities and expenses, including (without limitation) reasonable attorneys’ fees, that may arise out of any such presentation or related payment, other than by reason of any actions of Seller other than at the written direction of Purchaser. If any security deposit is held in a form other than cash or a letter of credit, for example, debt or equity securities, at Closing, such debt or equity securities shall continue returns which are to be held filed by AFE or Purchaser with respect to the applicable SubsidiaryProperty for the fiscal year in which the Closing occurs.

Tenant Deposits. All tenant and licensee security deposits collected and not applied actually received by AFE, PXR, PXURA or PXLA Seller (and interest thereon if required by law or contractcontract to be earned thereon) as and not theretofore applied to tenant obligations under the Leases in accordance with the terms of the Closing Date Leases shall be retained transferred or credited to Buyer at the Close of Escrow or placed in escrow if required by AFE, PXR, PXURA or PXLA at Closinglaw. As of the ClosingClose of Escrow, AFE, PXR, PXURA and PXLA Buyer shall retain their assume Seller’s obligations related to tenant and licensee security deposits. Buyer will indemnify, but only to the extent the security deposits are retained by AFE, PXR, PXURA and PXLA at Closing. Notwithstanding the foregoing provisions of this Section 8.8, deposits in the form of letters of credit will not be transferred or credited at the Closing. All letters of credit will remain in the name of AFE, PXR, PXURA and PXLA at Closing. Purchaser and Seller shall each pay one-half (1/2) of the costs and expenses, if any, of delivering the letters of credit to Purchaser. In the event that prior to a transfer of any such letter of credit to Purchaser, Purchaser deems it advisable to cause AFE, PXR, PXURA or PXLA to draw on the same, Seller will cooperate in such presentation, and direct payment by virtue of any such presentation to AFE, PXR, PXURA or PXLA, and if Seller receives any such payment it will promptly deliver such payment in the form received and endorsed, without recourse, to Purchaser on behalf of AFE, PXR, PXURA or PXLA. Purchaser shall defend, indemnify and hold Seller harmless from and against all claims, causes demands and claims made by tenants arising out of actions, actions, damages, costs, liabilities the transfer or disposition of any security deposits and expenses, including (without limitation) will reimburse Seller for all reasonable attorneys’ fees, fees incurred or that may arise out be incurred as a result of any such presentation claims or related paymentdemands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other than expenses incurred or that may be incurred by reason Seller as a result of any actions of Seller other than at the written direction of Purchasersuch claims or demands by tenants. If any security deposit is held deposits are in a the form other than cash or of a letter of credit, for exampleSeller’s obligation to deliver or credit such deposit shall be satisfied by the delivery by Seller of the original letter of credit to Buyer. Seller shall cooperate with Buyer to transfer any such letters of credit, debt including signing any assignment document requested by the issuer and presented to Seller prior to or equity securities, at after Closing, but expressly excluding any obligation to draw on any letter of credit for the benefit of Buyer. All costs of the assignment of any letter of credit shall be paid by Buyer without prejudice to Buyer’s right to seek reimbursement from a tenant for such debt or equity securities shall continue to be held by AFE or costs post-closing if permitted under the applicable Subsidiaryrespective lease.

Tenant Deposits. All tenant and licensee security deposits collected and not applied by AFE, PXR, PXURA or PXLA (and interest thereon if required by law or contract) The unapplied portion of any Tenant Deposits as of the Closing Date shall be retained by AFE, PXR, PXURA or PXLA at Closing. As date of the Closing, AFE, PXR, PXURA and PXLA shall retain their obligations related Rent Roll that have been paid to tenant and licensee security deposits, but only the owner of each Property or are held by agents of the owner of each Property on its behalf (or that were deposited with any predecessor in interest to the owner to the extent the predecessor has turned over security deposits to the owner or given the owner a credit therefor) by any Tenants or contractors are retained by AFE, PXR, PXURA and PXLA at Closing. Notwithstanding the foregoing provisions of this Section 8.8, deposits in the form of cash, except for any letters of credit will not be transferred or credited at other similar instruments set forth in Schedule 2.7 of the ClosingDisclosure Schedule. All To the extent any Tenant Deposits are held by Hickory or a Subsidiary or any security deposit has been applied in violation of Section 6.1(r), Hickory shall, as applicable, pay to Down REIT, in cash, or credit against the Consideration the aggregate amount of any such Tenant Deposits (or transfer any letters of credit will remain or other non-cash Tenant Deposits) and the amount applied in violation of Section 6.1(r). Down REIT hereby indemnifies and agrees to defend Hickory and the name of AFEHickory Parties for, PXRand agrees to defend and hold Hickory and the Hickory Parties harmless from and against, PXURA any and PXLA at all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) imposed upon or incurred by Hickory and Hickory Parties with respect to the Tenant Deposits actually paid over or assigned to Down REIT pursuant to this Section, or with respect to the application thereof by Down REIT subsequent to Closing. Purchaser and Seller shall each pay one-half (1/2) Hickory will be entitled to retain as its property its percentage of any interest accrued on any Tenant Deposits prior to Closing except to the costs and expenses, if any, of delivering extent such interest is required to be paid to any Tenants pursuant to their respective Leases or the depositing contractor. Hickory will use its reasonable efforts to cause all letters of credit to Purchaser. In be assigned or re-issued to Down REIT at the event that prior Closing and will continue to a transfer of any assist Down REIT after the closing to cause such letter letters of credit to Purchaser, Purchaser deems it advisable to cause AFE, PXR, PXURA or PXLA to draw on the same, Seller will cooperate in such presentation, and direct payment by virtue of any such presentation to AFE, PXR, PXURA or PXLA, and be re-issued if Seller receives any such payment it will promptly deliver such payment in the form received and endorsed, without recourse, to Purchaser on behalf of AFE, PXR, PXURA or PXLA. Purchaser shall defend, indemnify and hold Seller harmless from all claims, causes of actions, actions, damages, costs, liabilities and expenses, including (without limitation) reasonable attorneys’ fees, that may arise out of any such presentation or related payment, other than by reason of any actions of Seller other than at the written direction of Purchaser. If any security deposit is held in a form other than cash or a letter of credit, for example, debt or equity securities, at Closing, such debt or equity securities shall continue to be held by AFE or the applicable Subsidiarythey are not assignable.

Tenant Deposits. All tenant and licensee security deposits collected and not applied by AFE, PXR, PXURA or PXLA Seller (and interest thereon if required by law or contract) as of the Closing Date shall be retained by AFE, PXR, PXURA transferred or PXLA credited to Purchaser at Closing. As of the Closing, AFE, PXR, PXURA and PXLA Purchaser shall retain their assume Seller’s obligations related to tenant and licensee security deposits, but only to the extent the security deposits they are retained by AFE, PXR, PXURA and PXLA at Closingcredited or transferred to Purchaser. Notwithstanding the foregoing provisions of this Section 8.8, deposits in the form of letters of credit will not be transferred or credited at the Closing. All Rather, at the Closing, Seller shall deliver the letters of credit to Purchaser and will remain in cooperate with Purchaser to effect a transfer of the name letters of AFE, PXR, PXURA and PXLA at Closingcredit to Purchaser. Purchaser and Seller shall each pay one-half (1/2) of the costs and expenses, if any, expenses (including transfer and other fees imposed by the issuer of delivering the letter of credit) of transferring the letters of credit to Purchaser. In the event that prior to a transfer of any such letter of credit to Purchaser, Purchaser deems it advisable to cause AFE, PXR, PXURA or PXLA to draw on the same, Seller will cooperate in such presentation, and direct payment by virtue of any such presentation to AFE, PXR, PXURA or PXLAPurchaser, and if Seller receives any such payment it will promptly deliver such payment in the form received and endorsed, without recourse, to Purchaser on behalf of AFE, PXR, PXURA or PXLAPurchaser. Purchaser shall defend, indemnify and hold Seller harmless from all claims, causes of actions, actions, damages, costs, liabilities and expenses, including (without limitation) reasonable attorneys’ fees, that may arise out of any such presentation or related payment, other than by reason of any actions of Seller other than at the written direction of Purchaser. If any security deposit Security Deposit is held in a form other than cash or a letter of credit, for example, example debt or equity securities, at ClosingClosing Seller shall deliver to Purchaser such security, or record evidence of Seller’s interest therein, and execute and deliver to Purchaser such debt documents and instruments as are necessary to vest in Purchaser the same ownership or equity securities shall continue security interest in such security deposit as held by Seller, but in no event less than what was required to be held granted by AFE or the applicable Subsidiarytenant under and in accordance with the terms of the applicable Lease.

Tenant Deposits. All tenant and licensee security deposits collected and not applied actually received by AFE, PXR, PXURA or PXLA Seller (and interest thereon if required by law or contractcontract to be earned thereon) as of and not theretofore applied to tenant obligations under the Closing Date Leases shall be retained transferred or credited to Buyer at the Close of Escrow or placed in escrow if required by AFE, PXR, PXURA or PXLA at Closinglaw. As of the ClosingClose of Escrow, AFE, PXR, PXURA and PXLA Buyer shall retain their assume Seller’s obligations related to tenant and licensee security deposits, but only to the extent the security deposits that are retained by AFE, PXR, PXURA and PXLA at Closing. Notwithstanding the foregoing provisions of this Section 8.8, deposits in the form of letters of credit will not be actually transferred or credited to Buyer at the ClosingClose of Escrow. All letters Solely with respect to tenant security deposits that are actually transferred or credited to Buyer at the Close of credit Escrow, Buyer will remain in the name of AFEindemnify, PXR, PXURA and PXLA at Closing. Purchaser and Seller shall each pay one-half (1/2) of the costs and expenses, if any, of delivering the letters of credit to Purchaser. In the event that prior to a transfer of any such letter of credit to Purchaser, Purchaser deems it advisable to cause AFE, PXR, PXURA or PXLA to draw on the same, Seller will cooperate in such presentation, and direct payment by virtue of any such presentation to AFE, PXR, PXURA or PXLA, and if Seller receives any such payment it will promptly deliver such payment in the form received and endorsed, without recourse, to Purchaser on behalf of AFE, PXR, PXURA or PXLA. Purchaser shall defend, indemnify and hold Seller harmless from and against all claims, causes demands and claims made by tenants arising out of actions, actions, damages, costs, liabilities and expenses, including (without limitation) reasonable attorneys’ fees, that may arise out the transfer or disposition of any such presentation security deposits and will reimburse Seller for all attorneys’ ACTIVE 31157768v21 ‑18‑ fees incurred or related payment, other than by reason that may be incurred as a result of any actions such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of Seller other than at the written direction of Purchaserany such claims or demands by tenants. If any security deposit is held deposits are in a the form other than cash or of a letter or credit, Seller’s obligation to deliver or credit such deposit shall be satisfied by the delivery by Seller of the original letter of credit to Buyer. Seller shall cooperate with Buyer to transfer any such letters of credit, for example, debt including signing any assignment document requested by the issuer and presented to Seller prior to or equity securities, at after Closing, but expressly excluding any obligation to draw on any letter of credit for the benefit of Buyer. All costs of the assignment of any letter of credit shall be paid by Seller without prejudice to Seller’s right to seek reimbursement from a tenant for such debt or equity securities costs post-closing if permitted under the respective lease. Seller agrees that it shall continue not hereafter apply any tenant security deposits to be held by AFE or tenant obligations from and after the applicable SubsidiaryEffective Date until the Close of Escrow.

Tenant Deposits. All tenant tenant, licensee and licensee occupant security deposits collected and not applied by AFE, PXR, PXURA or PXLA Seller (and interest thereon if required by law or contract) shall be transferred or credited to Purchaser at Closing. Notwithstanding the above, to the extent a tenant security deposit held by Seller is in the form of a letter of credit ("LOC") and such LOC is transferable solely by the beneficiary, Seller agrees to obtain and complete the required transfer form(s) from the financial institution that issued the LOC and deposit same with the original LOC into escrow at Closing together with payment of any transfer fees, which shall be delivered to the Purchaser after Closing. If the LOC cannot be unilaterally transferred by the beneficiary, then Seller shall have no obligation except to deliver said original LOC into escrow at Closing and Purchaser shall then be responsible for working directly with the tenant and/or financial institution after Closing to obtain a new LOC with Purchaser as of the beneficiary at Purchaser’s cost. In such an event, if a default by the tenant should occur after the Closing Date shall be retained by AFEthat would give rise to the Landlord having the right to cash the existing LOC before a replacement LOC is obtained, PXRand the proceeds of said LOC are assignable pursuant to its terms, PXURA then Seller agrees to cooperate with Purchaser in drawing upon said existing LOC so long as Purchaser (a) delivers the existing LOC back to Seller and (b) indemnifies Seller for any claims, liabilities, fees or PXLA at Closingexpenses in connection with such action(s). As of the Closing, AFE, PXR, PXURA and PXLA Purchaser shall retain their assume Seller's obligations related to tenant tenant, licensee and licensee occupant security deposits, but only to the extent the security deposits they are retained by AFE, PXR, PXURA and PXLA at Closing. Notwithstanding the foregoing provisions of this Section 8.8, deposits in the form of letters of credit will not be credited or transferred or credited at the Closing. All letters of credit will remain in the name of AFE, PXR, PXURA and PXLA at Closing. Purchaser and Seller shall each pay one-half (1/2) of the costs and expenses, if any, of delivering the letters of credit to Purchaser. In the event that prior to a transfer of any such letter of credit to Purchaser, Purchaser deems it advisable to cause AFE, PXR, PXURA or PXLA to draw on the same, Seller will cooperate in such presentation, and direct payment by virtue of any such presentation to AFE, PXR, PXURA or PXLA, and if Seller receives any such payment it will promptly deliver such payment in the form received and endorsed, without recourse, to Purchaser on behalf of AFE, PXR, PXURA or PXLA. Purchaser shall defend, indemnify and hold Seller harmless from all claims, causes of actions, actions, damages, costs, liabilities and expenses, including (without limitation) reasonable attorneys’ fees, that may arise out of any such presentation or related payment, other than by reason of any actions of Seller other than at the written direction of Purchaser. If any security deposit is held in a form other than cash or a letter of credit, for example, debt or equity securities, at Closing, such debt or equity securities shall continue to be held by AFE or the applicable Subsidiary.

Tenant Deposits. All tenant and licensee security deposits collected and not applied actually received by AFE, PXR, PXURA or PXLA Seller (and interest thereon if required by law or contractcontract to be earned thereon) as and not theretofore applied to tenant obligations pursuant to the terms of the Closing Date Leases shall be retained transferred or credited to Buyer at the Close of Escrow or placed in escrow if required by AFE, PXR, PXURA or PXLA at Closinglaw. As of the ClosingClose of Escrow, AFE, PXR, PXURA and PXLA Buyer shall retain their assume Seller’s obligations related to the tenant and licensee security deposits, but only to the extent the security deposits are retained by AFE, PXR, PXURA and PXLA at Closing. Notwithstanding the foregoing provisions of this Section 8.8, deposits in the form of letters of credit will not be transferred or credited at the Closingto Buyer. All letters of credit Buyer will remain in the name of AFEindemnify, PXR, PXURA and PXLA at Closing. Purchaser and Seller shall each pay one-half (1/2) of the costs and expenses, if any, of delivering the letters of credit to Purchaser. In the event that prior to a transfer of any such letter of credit to Purchaser, Purchaser deems it advisable to cause AFE, PXR, PXURA or PXLA to draw on the same, Seller will cooperate in such presentation, and direct payment by virtue of any such presentation to AFE, PXR, PXURA or PXLA, and if Seller receives any such payment it will promptly deliver such payment in the form received and endorsed, without recourse, to Purchaser on behalf of AFE, PXR, PXURA or PXLA. Purchaser shall defend, indemnify and hold Seller harmless from and against all claims, causes demands and claims made by tenants arising out of actions, actions, damages, costs, liabilities the transfer or disposition of any security deposits and expenses, including (without limitation) reasonable will reimburse Seller for all attorneys’ fees, fees incurred or that may arise out be incurred as a result of any such presentation claims or related paymentdemands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other than expenses incurred or that may be incurred by reason Seller as a result of any actions of Seller other than at the written direction of Purchasersuch claims or demands by tenants. If any security deposit is held deposits are in a the form other than cash or of a letter of credit, for exampleSeller’s obligation to deliver or credit such deposit shall be satisfied by the delivery by Seller of the original letter of credit to Buyer. Seller shall cooperate with Buyer to transfer any such letters of credit, debt including signing any assignment document requested by the issuer and presented to Seller prior to or equity securities, at after Closing, but expressly excluding any obligation to draw on any letter of credit for the benefit of Buyer. All costs of the assignment of any letter of credit shall be paid by Buyer without prejudice to Buyer’s right to seek reimbursement from a tenant for such debt or equity securities shall continue to be held by AFE or costs post-closing if permitted under the applicable Subsidiaryrespective lease.

Tenant Deposits. All tenant and licensee security deposits collected and not applied by AFE, PXR, PXURA or PXLA (and interest thereon if required by law or contract) The unapplied portion of any Tenant Deposits as of the Closing Date shall be retained by AFE, PXR, PXURA or PXLA at Closing. As date of the Closing, AFE, PXR, PXURA and PXLA shall retain their obligations related Rent Roll that have been paid to tenant and licensee security deposits, but only the owner of each Property or are held by agents of the owner of each Property on its behalf (or that were deposited with any predecessor in interest to the owner to the extent the predecessor has turned over security deposits to the owner or given the owner a credit therefor) by any Tenants or contractors are retained by AFE, PXR, PXURA disclosed on the Rent Roll and PXLA at Closing. Notwithstanding the foregoing provisions of this Section 8.8, deposits all such Tenant Deposits are in the form of cash, except for any letters of credit will not be transferred or credited at other similar instruments set forth in Schedule 2.7. To the Closing. All extent any Tenant Deposits are held by Seller or a Subsidiary other than a Partnership or its subsidiaries or any security deposit has been applied in violation of Section 6.1(u), Seller shall (a) pay to Purchaser, in cash, or credit against the Purchase Price the aggregate amount of any such Tenant Deposits and the amount applied in violation of Section 6.1(u), or (b) if applicable, assign to Purchaser the bank accounts with respect to, or any letters of credit or other similar instruments comprising, such Tenant Deposits and the amount applied in violation of Section 6.1(u); and to the extent any Tenant Deposits are held by a Partnership, they will remain in be retained by the name of AFE, PXR, PXURA and PXLA at ClosingPartnership. Purchaser hereby indemnifies and agrees to defend Seller shall each pay one-half (1/2) of and the costs and expenses, if any, of delivering the letters of credit to Purchaser. In the event that prior to a transfer of any such letter of credit to Purchaser, Purchaser deems it advisable to cause AFE, PXR, PXURA or PXLA to draw on the same, Seller will cooperate in such presentationParties for, and direct payment by virtue of any such presentation agrees to AFE, PXR, PXURA or PXLA, and if Seller receives any such payment it will promptly deliver such payment in the form received and endorsed, without recourse, to Purchaser on behalf of AFE, PXR, PXURA or PXLA. Purchaser shall defend, indemnify defend and hold Seller and the Seller Parties harmless from and against, any and all claims, causes of actionsliabilities, actionscosts and expenses (including, damages, costs, liabilities and expenses, including (without limitation) , reasonable attorneys’ fees' fees and disbursements) imposed upon or incurred by Seller and Seller Parties with respect to the Tenant Deposits actually paid over or assigned to Purchaser pursuant to this Section, that may arise out or with respect to the application thereof by Purchaser subsequent to Closing. Seller will be entitled to retain as its property its percentage of any interest accrued on any Tenant Deposits prior to Closing except to the extent such presentation or related payment, other than by reason of any actions of Seller other than at the written direction of Purchaser. If any security deposit interest is held in a form other than cash or a letter of credit, for example, debt or equity securities, at Closing, such debt or equity securities shall continue required to be held by AFE paid to any Tenants pursuant to their respective Leases or the applicable Subsidiarydepositing contractor.

Tenant Deposits. All tenant and licensee security deposits collected and not applied actually received by AFE, PXR, PXURA or PXLA Seller (and interest thereon if required by law or contractcontract to be earned thereon) as of and not theretofore applied to tenant obligations under the Closing Date Leases shall be retained transferred or credited to Buyer at the Close of Escrow or placed in escrow if required by AFE, PXR, PXURA or PXLA at Closinglaw. As of the ClosingClose of Escrow, AFE, PXR, PXURA and PXLA Buyer shall retain their assume Seller’s obligations related to tenant and licensee security deposits, but only to the extent the security deposits that are retained by AFE, PXR, PXURA and PXLA at Closing. Notwithstanding the foregoing provisions of this Section 8.8, deposits in the form of letters of credit will not be actually transferred or credited to Buyer at the ClosingClose of Escrow. All letters Solely with respect to tenant security deposits that are actually transferred or credited to Buyer at the Close of credit Escrow, Buyer will remain in the name of AFEindemnify, PXR, PXURA and PXLA at Closing. Purchaser and Seller shall each pay one-half (1/2) of the costs and expenses, if any, of delivering the letters of credit to Purchaser. In the event that prior to a transfer of any such letter of credit to Purchaser, Purchaser deems it advisable to cause AFE, PXR, PXURA or PXLA to draw on the same, Seller will cooperate in such presentation, and direct payment by virtue of any such presentation to AFE, PXR, PXURA or PXLA, and if Seller receives any such payment it will promptly deliver such payment in the form received and endorsed, without recourse, to Purchaser on behalf of AFE, PXR, PXURA or PXLA. Purchaser shall defend, indemnify and hold Seller harmless from and against all claims, causes demands and claims made by tenants arising out of actions, actions, damages, costs, liabilities the transfer or disposition of any security deposits and expenses, including (without limitation) reasonable will reimburse Seller for all attorneys’ fees, fees incurred or that may arise out be incurred as a result of any such presentation claims or related paymentdemands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other than expenses incurred or that may be incurred by reason Seller as a result of any actions of Seller other than at the written direction of Purchasersuch claims or demands by tenants. If any security deposit is held deposits are in a the form other than cash or of a letter of credit, Seller’s obligation to deliver or credit such deposit shall be satisfied by the delivery by Seller of the original letter of credit to Buyer. Seller shall cooperate with Buyer to transfer any such letters of credit, including signing any assignment document requested by the issuer and presented to Seller prior to or after the Close of Escrow, but expressly excluding any obligation to draw on any letter of credit for example, debt or equity securities, at Closing, the benefit of Buyer. All costs of the assignment of any letter of credit shall be paid by Buyer without prejudice to Buyer’s right to seek reimbursement from a tenant for such debt or equity securities costs post-closing if permitted under the respective lease. Seller agrees that it shall continue not hereafter apply any tenant security deposits to be held by AFE or tenant obligations unless (i) the applicable Subsidiaryrespective tenant is in default under its Lease and (ii) the respective tenant is no longer in possession of their premises.

Tenant Deposits. All tenant and licensee security deposits collected and not applied by AFE, PXR, PXURA or PXLA (and interest thereon if required by law or contract) The unapplied portion of any Tenant Deposits as of the Closing Date shall be retained by AFE, PXR, PXURA date hereof have been paid to Seller (or PXLA at Closing. As of the Closing, AFE, PXR, PXURA and PXLA shall retain their obligations related that were deposited with any predecessor in interest to tenant and licensee security deposits, but only Seller to the extent the predecessor has turned over security deposits to Seller or given Seller a credit therefor) by any Tenants or contractors are retained by AFE, PXR, PXURA and PXLA at Closingset forth in Schedule 2.5. Notwithstanding the foregoing provisions of this Section 8.8, deposits All such Tenant Deposits are in the form of cash. To the extent any Tenant Deposits are held by Seller, Seller shall (a) pay to Purchaser, in cash, or credit against the Purchase Price the aggregate amount of any such Tenant Deposits, or (b) assign to Purchaser any letters of credit will or other similar instruments comprising such Tenant Deposits. Seller shall not be transferred or credited at the Closing. All letters of credit will remain in the name of AFE, PXR, PXURA and PXLA at apply any Tenant Deposits prior to Closing. Purchaser hereby indemnifies and agrees to defend Seller shall each pay one-half (1/2) of and the costs and expenses, if any, of delivering the letters of credit to Purchaser. In the event that prior to a transfer of any such letter of credit to Purchaser, Purchaser deems it advisable to cause AFE, PXR, PXURA or PXLA to draw on the same, Seller will cooperate in such presentationParties for, and direct payment by virtue of any such presentation agrees to AFE, PXR, PXURA or PXLA, and if Seller receives any such payment it will promptly deliver such payment in the form received and endorsed, without recourse, to Purchaser on behalf of AFE, PXR, PXURA or PXLA. Purchaser shall defend, indemnify defend and hold Seller and the Seller Parties harmless from and against, any and all claims, causes of actionsliabilities, actionsreasonable costs and expenses (including, damages, costs, liabilities and expenses, including (without limitation) , reasonable attorneys’ feesfees and disbursements) imposed upon or incurred by Seller and Seller Parties with respect to the Tenant Deposits actually paid over or assigned to Purchaser pursuant to this Section, that may arise out or with respect to the application thereof by Purchaser subsequent to Closing. Seller will be entitled to retain as its property its percentage of any interest accrued on any Tenant Deposits prior to Closing except to the extent such presentation or related payment, other than by reason of any actions of Seller other than at the written direction of Purchaser. If any security deposit interest is held in a form other than cash or a letter of credit, for example, debt or equity securities, at Closing, such debt or equity securities shall continue required to be held by AFE paid to any Tenants pursuant to their respective Leases or the applicable Subsidiarydepositing contractor. The indemnity contained in this Section 2.5 shall survive Closing indefinitely.

Tenant Deposits. All tenant and licensee security deposits collected and not applied by AFE, PXR, PXURA or PXLA (and interest thereon if required by law or contract) The unapplied portion of any Tenant Deposits as of the Closing Date shall be retained by AFE, PXR, PXURA or PXLA at Closing. As date of the Closing, AFE, PXR, PXURA and PXLA shall retain their obligations related Rent Roll that have been paid to tenant and licensee security deposits, but only the owner of each Property or are held by agents of the owner of each Property on its behalf (or that were deposited with any predecessor in interest to the owner to the extent the predecessor has turned over security deposits to the owner or given the owner a credit therefor) by any Tenants or contractors are retained by AFE, PXR, PXURA and PXLA at Closing. Notwithstanding the foregoing provisions of this Section 8.8, deposits in the form of cash, except for any letters of credit will not be transferred or credited at other similar instruments set forth in Schedule 2.7. To the Closing. All extent any Tenant Deposits are held by Seller or a Subsidiary or any security deposit has been applied in violation of Section 6.1(r), Seller shall, as applicable, pay to Purchaser, in cash, or credit against the Purchase Price the aggregate amount of any such Tenant Deposits (or transfer any letters of credit will remain or other non-cash Tenant Deposits) and the amount applied in violation of Section 6.1(r). Purchaser hereby indemnifies and agrees to defend Seller and the name of AFESeller Parties for, PXRand agrees to defend and hold Seller and the Seller Parties harmless from and against, PXURA any and PXLA at all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) imposed upon or incurred by Seller and Seller Parties with respect to the Tenant Deposits actually paid over or assigned to Purchaser pursuant to this Section, or with respect to the application thereof by Purchaser subsequent to Closing. Purchaser and Seller shall each pay one-half (1/2) will be entitled to retain as its property its percentage of any interest accrued on any Tenant Deposits prior to Closing except to the costs and expenses, if any, of delivering extent such interest is required to be paid to any Tenants pursuant to their respective Leases -15- or the depositing contractor. Seller will use its reasonable efforts to cause all letters of credit to Purchaser. In be assigned or re-issued to Purchaser at the event that prior Closing and will continue to a transfer of any assist Purchaser after the closing to cause such letter letters of credit to Purchaser, Purchaser deems it advisable to cause AFE, PXR, PXURA or PXLA to draw on the same, Seller will cooperate in such presentation, and direct payment by virtue of any such presentation to AFE, PXR, PXURA or PXLA, and be re-issued if Seller receives any such payment it will promptly deliver such payment in the form received and endorsed, without recourse, to Purchaser on behalf of AFE, PXR, PXURA or PXLA. Purchaser shall defend, indemnify and hold Seller harmless from all claims, causes of actions, actions, damages, costs, liabilities and expenses, including (without limitation) reasonable attorneys’ fees, that may arise out of any such presentation or related payment, other than by reason of any actions of Seller other than at the written direction of Purchaser. If any security deposit is held in a form other than cash or a letter of credit, for example, debt or equity securities, at Closing, such debt or equity securities shall continue to be held by AFE or the applicable Subsidiarythey are not assignable.