DISBURSE FUNDS FROM THE MEZZANINE LOAN SUBACCOUNT TO MEZZANINE LENDER IN
ACCORDANCE WITH MEZZANINE LENDER'S WRITTEN INSTRUCTIONS.
3.6
CASUALTY/CONDEMNATION SUBACCOUNT.
BORROWER SHALL PAY, OR CAUSE TO
BE PAID, TO LENDER ALL PROCEEDS OR AWARDS DUE TO ANY CASUALTY OR CONDEMNATION TO
BE TRANSFERRED TO A SUBACCOUNT (THE "CASUALTY/CONDEMNATION SUBACCOUNT") IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 7.
ALL AMOUNTS IN THE
CASUALTY/CONDEMNATION SUBACCOUNT SHALL BE DISBURSED IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 7.
3.7
SECURITY DEPOSIT SUBACCOUNT.
BORROWER SHALL KEEP ALL SECURITY
DEPOSITS UNDER LEASES IN ACCORDANCE WITH APPLICABLE LEGAL REQUIREMENTS.
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.
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 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).
3.8
INTENTIONALLY OMITTED.
3.9
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 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
34
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 BE
MADE THEREON, OR ANY UCC FINANCING STATEMENTS, EXCEPT THOSE NAMING LENDER AS THE
SECURED PARTY, TO BE FILED WITH RESPECT THERETO.
THIS AGREEMENT IS, AMONG OTHER
THINGS, INTENDED BY THE PARTIES TO BE A SECURITY AGREEMENT FOR PURPOSES OF THE
UCC.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
LENDER