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 LETTER OF CREDIT OR OTHER INSTRUMENT THAT BORROWER RECEIVES IN LIEU OF A
CASH SECURITY DEPOSIT UNDER ANY LEASE 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).
3.9
CASH COLLATERAL SUBACCOUNT. IF A CASH TRAP PERIOD SHALL HAVE
COMMENCED THEN ON THE IMMEDIATELY SUCCEEDING PAYMENT DATE AND ON EACH PAYMENT
DATE THEREAFTER DURING THE CONTINUANCE OF SUCH CASH TRAP PERIOD, ALL AVAILABLE
CASH SHALL BE PAID TO LENDER, WHICH AMOUNTS SHALL BE TRANSFERRED BY LENDER INTO
A SUBACCOUNT (THE "CASH COLLATERAL SUBACCOUNT") AS CASH COLLATERAL FOR THE DEBT.
ANY FUNDS IN THE CASH COLLATERAL SUBACCOUNT AND NOT PREVIOUSLY DISBURSED OR
APPLIED SHALL BE DISBURSED TO BORROWER UPON THE TERMINATION OF SUCH CASH TRAP
PERIOD. LENDER SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, AT ANY TIME DURING
THE CONTINUANCE OF A MONETARY EVENT OF DEFAULT OR MATERIAL NON-MONETARY EVENT OF
DEFAULT, IN ITS SOLE AND ABSOLUTE DISCRETION TO APPLY ALL SUMS THEN ON DEPOSIT
IN THE CASH COLLATERAL SUBACCOUNT TO THE DEBT, IN SUCH ORDER AND IN SUCH MANNER
AS LENDER SHALL ELECT IN ITS SOLE AND ABSOLUTE DISCRETION, INCLUDING (IF THE
LOAN HAS BEEN ACCELERATED) TO MAKE A PREPAYMENT OF PRINCIPAL (TOGETHER WITH THE
APPLICABLE YIELD MAINTENANCE PREMIUM APPLICABLE THERETO). NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED ABOVE, LENDER SHALL HAVE THE RIGHT, BUT NOT
THE OBLIGATION, IN ITS SOLE AND ABSOLUTE DISCRETION FROM TIME TO TIME, TO
DISBURSE FUNDS DEPOSITED INTO THE CASH COLLATERAL SUBACCOUNT TO BORROWER FOR
APPLICATION TO APPROVED LEASING EXPENSES OR CAPITAL EXPENDITURES APPROVED BY
LENDER, SUBJECT TO SUCH TERMS AND CONDITIONS AS LENDER MAY REQUIRE.
3.10
GRANT OF SECURITY INTEREST; APPLICATION OF FUNDS. AS SECURITY FOR
PAYMENT OF THE DEBT AND THE PERFORMANCE BY BORROWER OF ALL OTHER TERMS,
CONDITIONS AND PROVISIONS OF THE LOAN DOCUMENTS, BORROWER HEREBY PLEDGES AND
ASSIGNS TO LENDER, AND GRANTS TO LENDER A
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SECURITY INTEREST IN, ALL BORROWER'S RIGHT, TITLE AND INTEREST IN AND TO ALL
RENTS AND IN AND TO ALL PAYMENTS TO OR MONIES HELD IN THE CLEARING ACCOUNT, THE
DEPOSIT ACCOUNT, ALL SUBACCOUNTS CREATED PURSUANT TO THIS AGREEMENT
(COLLECTIVELY, THE "CASH MANAGEMENT ACCOUNTS"). BORROWER HEREBY GRANTS TO LENDER
A CONTINUING SECURITY INTEREST IN, AND AGREES TO HOLD IN TRUST FOR THE BENEFIT
OF LENDER, ALL RENTS IN ITS POSSESSION PRIOR TO THE (I) PAYMENT OF SUCH RENTS TO
LENDER OR (II) DEPOSIT OF SUCH RENTS INTO THE DEPOSIT ACCOUNT. BORROWER SHALL
NOT, WITHOUT OBTAINING THE PRIOR WRITTEN CONSENT OF LENDER, FURTHER PLEDGE,
ASSIGN OR GRANT ANY SECURITY INTEREST IN ANY CASH MANAGEMENT ACCOUNT, OR PERMIT
ANY LIEN TO ATTACH THERETO, OR ANY LEVY TO