Common use of Delivery of Letters of Credit Clause in Contracts

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 in the Escrow Fund shall at all times be equal to or greater than the aggregate amount that Borrower shall be required to deposit into the Escrow Fund pursuant to Section 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 Borrower's delivery of a Letter of Credit to Lender in the Required Amount that 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 exceeds the Required Amount. Thereafter, Borrower shall be responsible for making the direct payment of Taxes and Lender shall have no responsibility therefor. (b) Borrower shall give Lender no less than thirty (30) 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. Borrower shall not be entitled to draw from any such Letter of Credit. If a Letter of Credit has been outstanding for more than three (3) months, upon ten (10) days notice to Lender Borrower may replace such Letter of Credit with a cash deposit to the Escrow 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 Escrow Fund. (c) Borrower shall deposit cash 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) In lieu of making the payments to any of the Escrow Fund for Reserve Funds (other than the purpose of paying TaxesTax and Insurance Reserve Funds and Low DSCR Reserve Funds), Borrower may deliver to Lender a Letter of Credit in accordance with the provisions of this Exhibit C. Section 7.6. Additionally, Borrower may deliver to Lender a Letter of Credit in accordance with the provisions of this Section 7.6 in lieu of deposits previously made to the Replacement Reserve Funds. The aggregate amount of any such Letter of Credit and cash on deposit in with respect to the Escrow Fund Replacement Reserve Funds shall at all times be at least equal to or greater than the aggregate amount that which Borrower shall be is required to have on deposit into the Escrow in such Reserve Fund pursuant to Section 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 Borrower's delivery of a Letter of Credit to Lender in the Required Amount that 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 exceeds the Required Amount. Thereafter, Borrower shall be responsible for making the direct payment of Taxes and Lender shall have no responsibility thereforAgreement. (b) Borrower shall give Lender no less than thirty (30) days 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. Borrower shall not be entitled to draw from (or to require Lender to draw from) any such Letter of Credit. If a Letter of Credit has been outstanding for more than three Upon thirty (330) months, upon ten (10) days days’ notice to Lender and not more frequently than once each calendar quarter, (i) Borrower may replace such any Letter of Credit with a cash deposit to the Escrow Fund . Prior applicable Reserve Fund, or (ii) reduce the face amount of any Letter of Credit (by delivery to Lender of a substitute Letter of Credit or an amendment to the return of a existing Letter of CreditCredit then held by Lender, Borrower shall deposit in either case, in form and substance reasonably satisfactory to Lender) by an amount equal to such that the face amount that would have accumulated of the Letter of Credit (as so substituted or amended), when taken together with any cash Reserve Funds on deposit in the Escrow Fundapplicable Reserve Account, is, in Lender’s reasonable discretion, sufficient for the purposes for which such Reserve Account was established. (c) Borrower Subject to Section 7.7, in the event that Lender shall deposit cash with Lender, deliver to Lender an additional draw on a Letter of Credit or deliver to delivered under this Section 7.6, Lender a valid and binding amendment shall apply the proceeds thereof in the manner provided hereunder for the application of any existing the Reserve Funds in lieu of which the applicable 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) abovewas delivered.

Delivery of Letters of Credit. (a) In lieu During the Cash Management Sweep Period resulting solely from the occurrence of making payments to the Escrow Fund for the purpose of paying Taxesa Debt Yield Event or a Partial Debt Yield Event, Borrower may deliver avoid, or terminate, such Cash Management Sweep Period and obtain a release of the Cash Trap Funds, as applicable, upon Borrower’s delivery to Lender of a Letter of Credit in accordance with the provisions of this Exhibit C. The aggregate Section 6.10 in an amount of any such Letter of Credit and cash on deposit in the Escrow Fund shall at all times be equal necessary to end or greater than the aggregate amount that Borrower shall be required to deposit into the Escrow Fund pursuant to Section 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 Borrower's delivery of avoid a Letter of Credit to Lender in the Required Amount that complies with the requirements of this Exhibit CDebt Yield Event or Partial Debt Yield Event, 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 exceeds the Required Amount. Thereafter, Borrower shall be responsible for making the direct payment of Taxes and Lender shall have no responsibility thereforas applicable. (b) Borrower shall give Lender no less than thirty (30) days 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. Borrower shall not be entitled to draw from any such Letter of Credit. If No party other than Lender shall be entitled to draw on any such Letter of Credit. Upon thirty (30) 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 three six (36) months, upon ten (10) days notice to Lender Borrower may replace such Letter of Credit with a cash deposit to the Escrow 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 Escrow Fund. (c) The applicant under each Letter of Credit shall be required, until such time as the Debt 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 rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower shall deposit cash with Lender, deliver or any other Person liable for payment of the amounts which the Letter of Credit is intended to Lender an additional cover for any draw made on any such Letter of Credit or deliver otherwise. (d) In the event Borrower delivers to Lender a valid and binding amendment of any existing Letter of Credit after the Closing Date (i) which is, together with all other Letters of Credit then outstanding, equal to increase the undrawn amount thereof within or greater than ten percent (10%) of notice from Lender that the outstanding principal balance of the Loan, Borrower is 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 be accompanied by the execution and delivery of a contribution agreement approved by Lender, such approval not in compliance with its obligations under Section 2.1(a) aboveto be unreasonably withheld, conditioned or delayed.

Delivery of Letters of Credit. (ai) In lieu of making payments all or any cash deposits to any of the Escrow Fund for the purpose of paying TaxesReserve Accounts, Borrower may deliver to Lender a Letter of Credit in accordance with the provisions of this Exhibit C. Section 7.8. Additionally, Borrower may deliver to Lender a Letter of Credit in accordance with the provisions of this Section 7.8 to replace cash deposits previously made to the Reserve Accounts. The aggregate amount of any such Letter of Credit and cash on deposit in with respect to the Escrow Fund Replacement Reserve Account, the Rollover Reserve Account and the Tax and Insurance Reserve Account, as applicable, shall at all times be at least equal to or greater than the aggregate amount that which Borrower is required to have on deposit in such Reserve Account pursuant to this Agreement. The aggregate amount of any Letter of Credit and cash on deposit with respect to the Tax and Insurance Reserve Account shall at all times be at least equal to the aggregate which Borrower would be required to deposit into in such Reserve Account over the Escrow Fund pursuant to Section 3.4 of this Security Instrument for purposes of paying Taxes becoming due within the ensuing twelve next three (123) month period period. In the event that a Letter of Credit is delivered in lieu of any portion of the Tax and Insurance Reserve Funds, Borrower shall be responsible for the payment of Taxes or Insurance Premiums, as applicable, and Lender shall not be responsible therefor. In lieu of making the deposits of Excess Cash Flow to the Excess Cash Flow Reserve Account, Borrower has the right, every three (the "Required Amount"). Within thirty (303) days of Borrower's delivery of months, to deliver a Letter of Credit to Lender in an amount equal to three (3) months of funds that Borrower reasonably -107- anticipates (as reasonably approved by Lender) would otherwise be deposited into the Required Amount that complies with Excess Cash Flow Reserve Account during the requirements impending three month period. Additionally, Borrower shall have the right to substitute a Letter of this Exhibit C, Lender shall release to Borrower the amount by which the sum of the Credit for cash on the deposit in the Escrow Fund and the amount Excess Cash Flow Reserve Account in which event upon receipt of such Letter of Credit exceeds the Required Amount. ThereafterCredit, Borrower shall be responsible for making the direct payment of Taxes and Lender shall have no responsibility thereforcause cash in an amount equal to the amount of the Letter of Credit to be delivered promptly to Borrower. (bii) Borrower shall give Lender no less than thirty (30) 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. Borrower shall not be entitled to draw from any such Letter of Credit. If No party other than Lender shall be entitled to draw on any such Letter of Credit. 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 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 (or an amendment to the original Letter of Credit to reduce the amount accordingly) and (ii) Lender, after receiving such replacement Letter of Credit, promptly 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 no further sums are required to be deposited in the applicable Reserve Funds. Upon ten (10) days’ notice to Lender, Borrower may replace a Letter of Credit with a cash deposit to the applicable Reserve Account if a Letter of Credit has been outstanding for more than three six (36) months, upon ten (10) days notice to Lender Borrower may replace such Letter of Credit with a cash deposit to the Escrow 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 Escrow Fundapplicable Reserve Account and not been disbursed in accordance with this Agreement if such Letter of Credit had not been delivered. (ciii) Borrower shall deposit cash provide Lender with Lender, deliver notice of any increases in the annual payments for Taxes or Insurance Premiums thirty (30) days prior to the effective date of any such increase and if applicable 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. (iv) In the event Borrower delivers to Lender an additional a Letter of Credit pursuant to the provisions of this Section 7.8 after the Closing Date, Borrower shall have no reimbursement obligations with respect to such Letter of Credit, and such Letter of Credit shall be deemed a contribution to Borrower and shall be accompanied by the execution and delivery of a contribution agreement in a form reasonably acceptable to Lender. After the Closing Date, the aggregate amount of any Letters of Credit delivered pursuant to this Agreement or any other Loan Document (together with any guarantees, other than non-recourse guarantees) shall not exceed ten percent (10%) of the outstanding principal balance of the Loan. The applicant under each Letter of Credit shall be required, until such time as the Debt 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 rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other Person -108- 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 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) aboveotherwise.