Common use of Delivery of Letters of Credit Clause in Contracts

Delivery of Letters of Credit. (a) The aggregate amount of any Letter of Credit and cash on deposit with respect to the Debt Service Reserve Funds at any time during the term of the Loan shall at all times be at least equal to the amount which Borrower would otherwise be required to have on deposit pursuant to Section 7.5 hereof if Borrower did not elect to deliver a Letter of Credit in lieu thereof. In the event that a Letter of Credit is delivered in lieu of any portion of the Debt Service Reserve Funds, Borrower shall be responsible for the direct payment of any Debt Service Shortfalls that would otherwise have been payable from such portion of the Debt Service Reserve Funds. Lender shall not draw on any Letter of Credit delivered in lieu of any portion of the Debt Service Reserve Funds unless (i) Borrower fails to pay any Debt Service Shortfall or (ii) an Event of Default has occurred and is continuing. (b) Borrower shall give Lender not less than five (5) Business Days prior written notice of Borrower’s election to deliver a Letter of Credit and Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith. Lender shall be the beneficiary of any Letter of Credit and Borrower shall not be entitled to draw down any such Letter of Credit for any reason whatsoever. Upon not less than five (5) Business Days prior written notice to Lender, Borrower may replace a Letter of Credit with a cash deposit to the Debt Service Reserve Fund. Prior to the return of a Letter of Credit, Borrower shall deposit with Lender cash in an amount that satisfies the Debt Service Reserve Fund deposit requirement.

Delivery of Letters of Credit. (a) The aggregate amount of any Letter of Credit and cash on deposit with respect to the Debt Service Reserve Funds at any time during the term of the Loan shall at all times be at least equal to the amount which Borrower would otherwise be required to have on deposit pursuant to Section 7.5 7.4 hereof if Borrower did not elect to deliver a Letter of Credit in lieu thereof. In the event that a Letter of Credit is delivered in lieu of any portion of the Debt Service Reserve Funds, Borrower shall be responsible for the direct payment of any Debt Service Shortfalls that would otherwise have been payable from such portion of the Debt Service Reserve Funds. Lender shall not draw on any Letter of Credit delivered in lieu of any portion of the Debt Service Reserve Funds unless (i) Borrower fails to pay any Debt Service Shortfall or (ii) an Event of Default has occurred and is continuing. (b) Borrower shall give Lender not less than five (5) Business Days prior written notice of Borrower’s election to deliver a Letter of Credit and Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith. Lender shall be the beneficiary of any Letter of Credit and Borrower shall not be entitled to draw down any such Letter of Credit for any reason whatsoever. Upon not less than five (5) Business Days prior written notice to Lender, Borrower may replace a Letter of Credit with a cash deposit to the Debt Service Reserve Fund. Prior to the return of a Letter of Credit, Borrower shall deposit with Lender cash in an amount that satisfies the Debt Service Reserve Fund deposit requirement.

Delivery of Letters of Credit. (a) In lieu of making payments to the Escrow Fund for the purpose of paying Taxes, Borrower may deliver to Lender a Letter of Credit in accordance with the provisions of this Exhibit C. The aggregate amount of any such Letter of Credit and cash on deposit with respect to in the Debt Service Reserve Funds at any time during the term of the Loan Escrow Fund shall at all times be at least equal to or greater than the aggregate amount which that Borrower would otherwise shall be required to have on deposit into the Escrow Fund pursuant to Section 7.5 hereof if Borrower did not elect to deliver 3.4 of this Security Instrument for purposes of paying Taxes becoming due within the ensuing twelve (12) month period (the "Required Amount"). Within thirty (30) days of Bxxxxxxx's delivery of a Letter of Credit to Lender in lieu thereof. In the event Required Amount that a complies with the requirements of this Exhibit C, Lender shall release to Borrower the amount by which the sum of the cash on the deposit in the Escrow Fund and the amount of such Letter of Credit is delivered in lieu of any portion of exceeds the Debt Service Reserve FundsRequired Amount. Thereafter, Borrower shall be responsible for making the direct payment of any Debt Service Shortfalls that would otherwise have been payable from such portion of the Debt Service Reserve Funds. Taxes and Lender shall not draw on any Letter of Credit delivered in lieu of any portion of the Debt Service Reserve Funds unless (i) Borrower fails to pay any Debt Service Shortfall or (ii) an Event of Default has occurred and is continuinghave no responsibility therefor. (b) Borrower shall give Lender not no less than five thirty (530) Business Days prior written days notice of BorrowerBxxxxxxx’s election to deliver a Letter of Credit and Borrower shall pay to Lender all of LenderLxxxxx’s reasonable out-of-pocket costs and expenses in connection therewith. Lender shall be the beneficiary of any Letter of Credit and Borrower shall not be entitled to draw down from any such Letter of Credit. If a Letter of Credit has been outstanding for any reason whatsoever. Upon not less more than five three (53) Business Days prior written months, upon ten (10) days notice to Lender, Lender Borrower may replace a such Letter of Credit with a cash deposit to the Debt Service Reserve FundEscrow Fund . Prior to the return of a Letter of Credit, Borrower shall deposit with Lender cash in an amount equal to the amount that satisfies would have accumulated in the Debt Service Reserve Fund Escrow Fund. (c) Borrower shall deposit requirementcash with Lender, deliver to Lender an additional Letter of Credit or deliver to Lender a valid and binding amendment of any existing Letter of Credit to increase the undrawn amount thereof within ten (10) of notice from Lender that Borrower is not in compliance with its obligations under Section 2.1(a) above.

Delivery of Letters of Credit. (a) The aggregate amount In lieu of making the payments to any Letter of Credit and cash on deposit with respect to the Debt Service Reserve Funds at any time during the term of the Loan shall at all times be at least equal Funds, Borrower may deliver to the amount which Borrower would otherwise be required to have on deposit pursuant to Section 7.5 hereof if Borrower did not elect to deliver Lender a Letter of Credit in lieu thereofaccordance with the provisions of this Section 6.9. In the event that a Letter The amount of Credit is delivered in lieu of any portion of the Debt Service Reserve Funds, Borrower shall be responsible for the direct payment of any Debt Service Shortfalls that would otherwise have been payable from such portion of the Debt Service Reserve Funds. Lender shall not draw on any Letter of Credit delivered in lieu of any portion monthly payments of Tax Funds, Insurance Funds or Ground Rent Funds shall be equal to the amount of the Debt Service Reserve initial required deposit and the amount which Borrower would reasonably be estimated to be required to deposit in such Fund in the next related one (1) year period, as determined by Lender. The amount of any Letter of Credit delivered in lieu of deposits required with respect to Required Repair Funds unless (i) Borrower fails to pay any Debt Service Shortfall or (ii) an Event Marquis Option Funds shall equal the amount of Default has occurred and is continuingthe total deposits required herein. (b) Borrower shall give Lender not no less than five thirty (530) Business Days prior written days notice of Borrower’s election to deliver a Letter of Credit and Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith. Lender shall be the beneficiary of any Letter of Credit and Borrower shall not be entitled to draw down from any such Letter of Credit for any reason whatsoeverCredit. Upon not less than five (5) Business Days prior written notice to Lender, Borrower may replace resume its monthly escrow requirements if a Letter of Credit with a cash deposit has been outstanding for more than six (6) months upon thirty (30) days notice to the Debt Service Reserve FundLender. Prior to the return of a Letter of Credit, Borrower shall deposit with Lender cash in an amount equal to the amount that satisfies would have accumulated in the Debt Service Reserve applicable Fund deposit requirementand not been disbursed in accordance with this Agreement if such Letter of Credit had not been delivered. (c) Borrower shall provide Lender with notice of any increases in the annual payments for Taxes, Insurance Premiums or Ground Rent thirty (30) days prior to the effective date of any such increase and any applicable Letter of Credit shall be increased by such increased amount at least ten (10) days prior to the effective date of such increase.

Delivery of Letters of Credit. (a) The aggregate amount During the Cash Management Sweep Period resulting solely from the occurrence of any Letter of Credit a Debt Yield Event or a Partial Debt Yield Event, Borrower may avoid, or terminate, such Cash Management Sweep Period and cash on deposit with respect to the Debt Service Reserve Funds at any time during the term obtain a release of the Loan shall at all times be at least equal Cash Trap Funds, as applicable, upon Borrower’s delivery to the amount which Borrower would otherwise be required to have on deposit pursuant to Section 7.5 hereof if Borrower did not elect to deliver Lender of a Letter of Credit in accordance with the provisions of this Section 6.10 in an amount necessary to end or avoid a Debt Yield Event or Partial Debt Yield Event, as applicable. Additionally, in lieu thereof. In of making the event that cash deposits to the Toro Expansion Reserve Account, Borrower may deliver to Lender a Letter of Credit is delivered in accordance with the provisions of this Section 6.10. Additionally, Borrower may deliver to Lender a Letter of Credit in accordance with the provisions of this Section 6.10 in lieu of any portion of deposits previously made to the Debt Service Toro Expansion Reserve Funds, Borrower shall be responsible for the direct payment of any Debt Service Shortfalls that would otherwise have been payable from such portion of the Debt Service Reserve Funds. Lender shall not draw on any Letter of Credit delivered in lieu of any portion of the Debt Service Reserve Funds unless (i) Borrower fails to pay any Debt Service Shortfall or (ii) an Event of Default has occurred and is continuingAccount. (b) Borrower shall give Lender not no less than five thirty (530) Business Days prior written days’ notice of Borrower’s election to deliver a Letter of Credit and Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith. Lender shall be the beneficiary of any Letter of Credit and Borrower shall not be entitled to draw down from any such Letter of Credit for Credit. No party other than Lender shall be entitled to draw on any reason whatsoeversuch Letter of Credit. Upon not less than five thirty (530) Business Days prior written days’ notice to Lender, Borrower may replace a Letter of Credit with a cash deposit to the Cash Trap Account (as defined in the Cash Management Agreement) if a Letter of Credit has been outstanding for more than six (6) months. (c) The applicant under each Letter of Credit shall be required, until such time as the Debt Service Reserve Fund. Prior has been paid in full, to waive, release and abrogate any and all rights it may have under any agreement, at law, in equity or otherwise (including, without limitation, any law subrogating the applicant to the return rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other Person liable for payment of the amounts which the Letter of Credit is intended to cover for any draw made on any such Letter of Credit or otherwise. (d) In the event Borrower delivers to Lender a Letter of Credit after the Closing Date (i) which is, together with all other Letters of Credit then outstanding, equal to or greater than ten percent (10%) of the outstanding principal balance of the Loan, Borrower shall deliver to Agent a New Non-Consolidation Opinion or a “no effect letter” with respect to the Non-Consolidation Opinion, (ii) Borrower shall have no reimbursement obligations with respect to such Letter of Credit, and (iii) such Letter of Credit shall be a contribution to the Borrower and shall deposit with Lender cash in an amount that satisfies be accompanied by the Debt Service Reserve Fund deposit requirementexecution and delivery of a contribution agreement approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed.

Delivery of Letters of Credit. (a) In lieu of making all or any portion of the Rollover Reserve Deposit to the Rollover Reserve Fund, Borrower may deliver to Lender one (1) or more Letters of Credit in accordance with the provisions of this Section 7.9. Additionally, Borrower may deliver to Lender one (1) or more Letters of Credit in accordance with the provisions of this Section 7.9 in lieu of deposits previously made to the Rollover Reserve Fund with respect to a Rollover Reserve Deposit. The aggregate amount of any Letter of Credit and cash on deposit with respect to the Debt Service Rollover Reserve Funds at any time during Deposit in the term of the Loan Rollover Reserve Fund shall at all times be at least equal to the aggregate amount which Borrower would otherwise be is required to have on deposit in the Rollover Reserve Fund with respect to the Rollover Reserve Deposit pursuant to Section 7.5 this Agreement. Lender shall have the right to draw down the Letter of Credit in full or in part in accordance with the applicable provisions hereof in the same manner as if Borrower did not elect has deposited cash hereunder. Borrower hereby agrees to deliver pay any transfer fee in connection with a Letter of Credit in lieu thereof. In required by the event that a issuer of such Letter of Credit is delivered in lieu of any portion of the Debt Service Reserve Funds, Borrower shall be responsible for the direct payment of any Debt Service Shortfalls that would otherwise have been payable from such portion of the Debt Service Reserve Funds. Lender shall not draw on any Letter of Credit delivered in lieu of any portion of the Debt Service Reserve Funds unless within five (i5) Borrower fails to pay any Debt Service Shortfall or (ii) an Event of Default has occurred and is continuingdays after demand by Lender. (b) Borrower shall give Lender not no less than five (5) Business Days prior written days notice of Borrower’s election to deliver a Letter of Credit and Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith. Lender shall be the beneficiary of any Letter of Credit and Borrower shall not be entitled to draw down from any such Letter of Credit for any reason whatsoeverCredit. Upon not less than five thirty (530) Business Days prior written days notice to Lender, Borrower may from time to time replace all or any portion of a Letter of Credit with a cash deposit to the Debt Service Rollover Reserve Fund. Prior to the return of a Letter of Credit, Borrower shall deposit with Lender cash in an amount equal in the aggregate to the amount that satisfies would have been required to have been deposited in the Rollover Reserve Fund and not been disbursed in accordance with this Agreement if such Letter of Credit had not been delivered (provided that Borrower shall not be required to deposit the amount of interest that would have accrued in the Rollover Reserve Fund had a cash deposit been made in lieu of a Letter of Credit). (c) Each Letter of Credit delivered under this Agreement shall be additional security for the payment of the Debt. Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, at its option, to draw on any Letter of Credit and to apply all or any part thereof to the payment of the items for which such Letter of Credit was established or to apply each such Letter of Credit to payment of the Debt Service Reserve Fund deposit requirementin such order, proportion or priority as Lender may determine. On the Maturity Date, any such Letter of Credit may be applied to reduce the Debt. (d) In addition to any other right Lender may have to draw upon a Letter of Credit pursuant to the terms and conditions of this Agreement, Lender shall have the additional rights to draw in full any Letter of Credit: (a) with respect to any evergreen Letter of Credit, if Lender has received a notice from the issuing bank that the Letter of Credit will not be renewed and a substitute Letter of Credit is not provided at least thirty (30) days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (b) with respect to any Letter of Credit with a stated expiration date, if Lender has not received a notice from the issuing bank that it has renewed the Letter of Credit at least thirty (30) days prior to the date on which such Letter of Credit is scheduled to expire and a substitute Letter of Credit is not provided at least thirty (30) days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (c) upon receipt of notice from the issuing bank that the Letter of Credit will be terminated (except if the termination of such Letter of Credit is permitted pursuant to the terms and conditions of this Agreement or a substitute Letter of Credit is provided); or (d) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Approved Bank and Borrower shall not have replaced such bank with an Approved Bank within ten (10) Business Days after notice thereof. In the event that Lender draws down on any Letter of Credit in accordance with the terms of Section 7.9(d), the proceeds of such draw down shall be held by Lender as if Borrower has deposited cash hereunder. Notwithstanding anything to the contrary contained in the above, Lender is not obligated to draw any Letter of Credit upon the happening of an event specified in (a), (b), (c) or (d) above and shall not be liable for any losses sustained by Borrower due to the insolvency of the bank issuing the Letter of Credit if Lender has not drawn the Letter of Credit.

Delivery of Letters of Credit. (a) The aggregate amount of any Letter of Credit and cash on deposit with respect Notwithstanding anything to the Debt Service Reserve Funds contrary contained herein, Borrower may, at any time during the term of the Loan shall at all times be at least equal to the amount which Borrower would otherwise be required to have on deposit pursuant to Section 7.5 hereof if Borrower did not elect to deliver Borrower’s option, provide a Letter of Credit in lieu thereof. In of any of the event cash deposits required to be made pursuant to Sections 4.1.22(e), 4.1.26(e), and 6.7 hereof, provided that a such Letter of Credit is delivered in lieu of any portion the amount of the Debt Service Reserve Funds, Borrower shall be responsible for the direct payment of cash deposit required thereunder and otherwise meets all applicable requirements related thereto set forth herein. Other than in connection with any Debt Service Shortfalls that would otherwise have been payable from such portion of the Debt Service Reserve Funds. Lender shall not draw on any Letter Letters of Credit delivered in lieu of any portion connection with the closing of the Debt Service Reserve Funds unless (i) Borrower fails to pay any Debt Service Shortfall or (ii) an Event of Default has occurred and is continuing. (b) Loan, Borrower shall give Lender not no less than five thirty (530) Business Days prior days written notice of Borrower’s election to deliver a Letter of Credit in lieu of any cash deposit required under Sections 4.1.22(e), 4.1.26(e), and 6.7 hereof and Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith. No party other than Lender shall be the beneficiary of any Letter of Credit and Borrower shall not be entitled to draw down on any such Letter of Credit for any reason whatsoeverCredit. Upon not less than five thirty (530) Business Days days prior written notice to Lender, Borrower may replace a Letter of Credit with a cash deposit to the Debt Service applicable Reserve Fund. Prior to the return of a Letter of Credit, Borrower shall deposit an amount equal to the amount that would have accumulated in the applicable Reserve Fund and not been disbursed in accordance with this Agreement if such Letter of Credit had not been delivered. In the event that any disbursement of any Reserve Funds relates to a portion thereof provided through a Letter of Credit, any “disbursement” of said funds as provided above shall be deemed to refer to (i) Borrower providing Lender cash a replacement Letter of Credit in an amount equal to the original Letter of Credit posted less the amount of the applicable disbursement provided hereunder and (ii) Lender, after receiving such replacement Letter of Credit, returning such original Letter of Credit to Borrower; provided, that, no replacement Letter of Credit shall be required with respect to the final disbursement of the applicable Reserve Funds such that satisfies no further sums are required to be deposited in the Debt Service applicable Reserve Fund deposit requirementFunds. Borrower shall pay all cost, expenses and fees relating to any assignment of the Letter of Credit to Lender and/or from Lender to its successors and assigns.

Delivery of Letters of Credit. (a) The aggregate amount In lieu of making the payments to any Letter of Credit and cash on deposit with respect to the Debt Service Reserve Funds at any time during the term of the Loan shall at all times be at least equal Funds, Borrower may deliver to the amount which Borrower would otherwise be required to have on deposit pursuant to Section 7.5 hereof if Borrower did not elect to deliver Lender a Letter of Credit in lieu thereofaccordance with the provisions of this Section 6.8. In the event that a Letter The amount of Credit is delivered in lieu of any portion of the Debt Service Reserve Funds, Borrower shall be responsible for the direct payment of any Debt Service Shortfalls that would otherwise have been payable from such portion of the Debt Service Reserve Funds. Lender shall not draw on any Letter of Credit delivered in lieu of monthly payments of Tax Funds or Insurance Funds shall be equal to the amount which Borrower would reasonably be estimated to be required to deposit in such Fund in the next related one (1) year period, as determined by Lender. The amount of any portion Letter of Credit delivered in lieu of deposits required with respect to Required Repair Funds shall equal the amount of the Debt Service Reserve Funds unless (i) Borrower fails to pay any Debt Service Shortfall or (ii) an Event of Default has occurred and is continuingtotal deposits required herein. (b) Borrower shall give Lender not no less than five thirty (530) Business Days prior written days notice of Borrower’s 's election to deliver a Letter of Credit and Borrower shall pay to Lender all of Lender’s 's reasonable out-of-pocket costs and expenses in connection therewith. Lender shall be the beneficiary of any Letter of Credit and Borrower shall not be entitled to draw down from any such Letter of Credit for any reason whatsoeverCredit. Upon not less than five (5) Business Days prior written notice to Lender, Borrower may replace resume its monthly escrow requirements if a Letter of Credit with a cash deposit has been outstanding for more than six (6) months upon thirty (30) days notice to the Debt Service Reserve FundLender (or such shorter notice period as may be approved by Lender in its sole discretion). Prior to the return of a Letter of Credit, Borrower shall deposit with Lender cash in an amount equal to the amount that satisfies would have accumulated in the Debt Service Reserve applicable Fund deposit requirementand not been disbursed in accordance with this Agreement if such Letter of Credit had not been delivered. (c) Borrower shall provide Lender with notice of any increases in the annual payments for Taxes and Insurance Premiums thirty (30) days prior to the effective date of any such increase and any applicable Letter of Credit shall be increased by such increased amount at least ten (10) days prior to the effective date of such increase.