TENANT SECURITY ACCOUNT.
IF HELD AT AGENT, SUMS ON DEPOSIT IN THE TENANT
SECURITY ACCOUNT MAY BE COMMINGLED WITH THE GENERAL FUNDS OF AGENT.
IF HELD AT
DEPOSITARY, BORROWER SHALL DELIVER TO AGENT AN ACCOUNT AGREEMENT WITH RESPECT TO
THE TENANT SECURITY ACCOUNT PRIOR TO DEPOSITING ANY SECURITY DEPOSIT THEREIN.
NEITHER AGENT NOR LENDERS SHALL BE LIABLE FOR ANY LOSS OF INTEREST ON OR ANY
PENALTY OR CHARGE ASSESSED AGAINST THE FUNDS IN, PAYABLE ON, OR CREDITED TO THE
TENANT SECURITY ACCOUNT AS A RESULT OF THE EXERCISE BY AGENT OF ANY OF ITS
RIGHTS, REMEDIES OR OBLIGATIONS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
(D)
BORROWER SHALL AT THE REQUEST OF AGENT TRANSFER TO THE NAME OF
AGENT AND DELIVER TO AGENT ALL ORIGINAL LEASE LETTERS OF CREDIT OBTAINED BY
BORROWER PROMPTLY AFTER RECEIPT OF SAME, TOGETHER WITH EVIDENCE THAT ALL FEES
PAYABLE TO THE ISSUER ON ACCOUNT OF SUCH ASSIGNMENT AND TRANSFER HAVE BEEN
PAID.
ALL LEASE LETTERS OF CREDIT SHALL BE TRANSFERABLE BY THEIR TERMS.
BORROWER HEREBY GRANTS TO AGENT AND LENDERS A SECURITY INTEREST IN ALL RIGHTS OF
BORROWER IN AND TO ALL LEASE LETTERS OF CREDIT, INCLUDING ALL PROCEEDS THEREOF,
AS ADDITIONAL SECURITY FOR THE OBLIGATIONS.
IN ADDITION TO ALL OTHER RIGHTS AND
REMEDIES OF AGENT AND LENDERS, AGENT MAY, AND TO THE EXTENT NECESSARY IN ORDER
TO DO SO, BORROWER HEREBY GRANTS TO AGENT AN IRREVOCABLE POWER OF ATTORNEY,
COUPLED WITH AN INTEREST, AND AGENT SHALL BE ENTITLED TO ACT PURSUANT TO SUCH
POWER FOLLOWING AN EVENT OF DEFAULT THAT SHALL HAVE OCCURRED AND BE CONTINUING
BY REASON OF A FAILURE TO COMPLY WITH THE TERMS OF THIS SECTION 2.18(D), SOLELY
TO DRAW UPON OR OTHERWISE REALIZE ON EACH SUCH LEASE LETTERS OF CREDIT IN
ACCORDANCE WITH ITS TERMS AND THOSE OF THE APPLICABLE LEASE AND APPLICABLE LEGAL
REQUIREMENTS.
(E)
IF (I) BORROWER IS ENTITLED TO MAKE A DRAWING ON ANY LEASE LETTER
OF CREDIT WHICH HAS BEEN TRANSFERRED TO AGENT PURSUANT TO SECTION 2.18(D) HEREOF
UNDER THE TERMS OF ANY LEASE, LEASE LETTER OF CREDIT OR APPLICABLE LEGAL
REQUIREMENTS AND (II) NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
AGENT SHALL, AT BORROWER'S SOLE COST AND EXPENSE, RE-TRANSFER SUCH LEASE LETTER
OF CREDIT TO BORROWER IN TRUST FOR THE BENEFIT OF AGENT AND SUBJECT TO AGENT'S
SECURITY INTEREST, PROVIDED THAT BORROWER DELIVERS TO AGENT A WRITTEN REQUEST
CERTIFYING COMPLIANCE WITH THE CONDITIONS SET FORTH IN THE FOREGOING CLAUSES (I)
AND (II), AND INDICATING THE APPLICABLE LEASE AND LETTER OF CREDIT, THE AMOUNT
OF THE DRAW AND THE REASONS FOR SUCH DRAW.
BORROWER SHALL HOLD ANY SUCH LEASE
LETTER OF CREDIT SOLELY FOR THE PURPOSE OF DRAWING OR REALIZING THEREON IN
ACCORDANCE WITH THE PROVISIONS OF THE APPLICABLE LEASE OR LEASE LETTER OF CREDIT
AND LEGAL REQUIREMENTS AND SHALL APPLY THE PROCEEDS THEREOF IN THE ORDINARY
COURSE OF BORROWER'S BUSINESS TO SUMS DUE UNDER THE APPLICABLE LEASE IN
CONFORMANCE WITH THE REQUIREMENTS OF THE TERMS THEREOF AND APPLICABLE LEGAL
REQUIREMENTS.
IF SUCH