BORROWER SHALL HAVE DELIVERED TO AGENT SUCH OTHER DOCUMENTS,
AGREEMENTS AND INSTRUMENTS TO REFLECT SUCH RELEASE AS AGENT OR COUNSEL TO AGENT
SHALL REASONABLY REQUEST, IN EACH CASE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO AGENT.
SECTION 2.18.
Tenant Security Account and Security Letters of Credit.
(A)
BORROWER SHALL COMPLY IN ALL MATERIAL RESPECTS WITH ALL LEGAL
REQUIREMENTS AND THE APPLICABLE LEASE APPLICABLE TO ANY SECURITY GIVEN UNDER ANY
LEASE.
SUBJECT TO THE FOREGOING, AFTER THE DATE HEREOF, UPON RECEIPT OF ANY
SECURITY DEPOSIT WHEN AGGREGATED WITH ALL OTHER SECURITY DEPOSITS NOT THEN ON
DEPOSIT IN THE TENANT SECURITY ACCOUNT IS EQUAL TO OR GREATER THAN $250,000 BY
BORROWER, BORROWER SHALL PROMPTLY NOTIFY AGENT, AND AT AGENT'S ELECTION,
BORROWER SHALL DEPOSIT OR CAUSE TO BE DEPOSITED SUCH SECURITY DEPOSIT INTO AN
ACCOUNT WITH AGENT OR, AT AGENT'S ELECTION, A DEPOSITARY (THE "TENANT SECURITY
ACCOUNT") WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT.
BORROWER HEREBY GRANTS TO
AGENT FOR THE BENEFIT OF LENDERS A SECURITY INTEREST IN ALL RIGHTS OF BORROWER
IN AND TO THE TENANT SECURITY ACCOUNT AND ALL SUMS ON DEPOSIT THEREIN AS
ADDITIONAL SECURITY FOR THE OBLIGATIONS.
(B)
BORROWER SHALL NOT WITHDRAW ANY SUMS FROM THE TENANT SECURITY
ACCOUNT OR APPLY ANY SECURITY DEPOSITS IF AN EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING.
BORROWER MAY MAKE WITHDRAWALS FROM THE TENANT SECURITY ACCOUNT
AT SUCH TIME AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING PROVIDED THE
PROCEEDS ARE (I) APPLIED IN THE ORDINARY COURSE OF BORROWER'S BUSINESS TO SUMS
DUE UNDER THE APPLICABLE LEASE WHEN THE TERMS OF SUCH LEASE OR APPLICABLE LEGAL
REQUIREMENTS PERMIT THE APPLICATION THEREOF OR (II) RETURNED TO THE APPLICABLE
LESSEE PURSUANT TO LEGAL REQUIREMENTS OR THE TERMS OF THE APPLICABLE LEASE WHICH
REQUIRE BORROWER TO RETURN SUCH OTHER SECURITY DEPOSIT.
AFTER THE OCCURRENCE
AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, NEITHER BORROWER NOR ANY
OTHER PERSON SHALL HAVE ANY RIGHT TO, AND BORROWER COVENANTS THAT IT SHALL NOT,
WITHDRAW ANY AMOUNTS FROM THE TENANT SECURITY ACCOUNT OR APPLY ANY SECURITY
DEPOSITS, EXCEPT AS MAY BE APPROVED BY AGENT.
IN THE EVENT AN
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EVENT OF DEFAULT EXISTS BUT BORROWER IS REQUIRED PURSUANT TO THE TERMS OF THE
APPLICABLE LEASE OR APPLICABLE LEGAL REQUIREMENTS TO RETURN ANY SECURITY DEPOSIT
TO THE APPLICABLE LESSEE, BORROWER SHALL DELIVER A NOTICE TO AGENT CERTIFYING
SAME AND STATING THE REASON THEREFOR.
AGENT SHALL, AT AGENT'S OPTION AND AT
BORROWER'S SOLE COST AND EXPENSE, EITHER PERMIT BORROWER TO RETURN THE SECURITY
DEPOSIT TO THE APPLICABLE LESSEE OR, IF AGENT ELECTS, CAUSE SUCH SECURITY
DEPOSIT TO BE RETURNED DIRECTLY TO THE APPLICABLE LESSEE.
FOLLOWING THE
OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, AGENT SHALL HAVE
THE RIGHTS AND REMEDIES WITH RESPECT TO THE TENANT SECURITY ACCOUNT SPECIFIED IN
THIS LOAN AGREEMENT OR IN ANY OTHER LOAN DOCUMENT, SUBJECT TO APPLICABLE LEGAL
REQUIREMENTS AND THE RIGHTS OF THE LESSEES UNDER THE LEASES.
(C)
BORROWER SHALL PAY FOR ALL EXPENSES OF OPENING AND MAINTAINING THE