BORROWER HAS REQUESTED A DISBURSEMENT OF FUNDS FROM THE
OPERATING EXPENSE SUBACCOUNT IN ACCORDANCE WITH THE FOREGOING PROVISIONS AND
(II) AT THE TIME OF SUCH REQUEST, THE FUNDS THAT HAVE BEEN COLLECTED IN THE
OPERATING EXPENSE SUBACCOUNT ARE INSUFFICIENT TO COVER THE SAME, THEN LENDER
SHALL NONETHELESS DISBURSE ADDITIONAL FUNDS THAT ARE THEREAFTER DEPOSITED INTO
THE OPERATING EXPENSE SUBACCOUNT TO BORROWER (WITHOUT ANY REQUIREMENT FOR
BORROWER TO SUBMIT AN ADDITIONAL REQUEST THEREFOR); PROVIDED THAT SUFFICIENT
FUNDS HAVE BEEN COLLECTED IN THE DEPOSIT ACCOUNT TO MAKE THE PAYMENTS REQUIRED
UNDER CLAUSES (I) - (V) OF SECTION 3.11(A) ON THE NEXT SUCCEEDING PAYMENT DATE.
3.7
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.
3.8
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.
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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 ACCOUNT 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