Common use of Provisions Regarding Letters of Credit Clause in Contracts

Provisions Regarding Letters of Credit. (a) Each Letter of Credit delivered under this Agreement shall be additional security for the payment of the Debt. Upon the occurrence and during the continuation 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 such Letter of Credit to payment of the Debt in such order, proportion or priority as Lender may determine. Any such application to the Debt shall be subject to the Spread Maintenance Payment and any Interest Shortfall, if applicable. On the Maturity Date, if the Debt is not paid in full, any such Letter of Credit may be applied to reduce the Debt. (b) 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 on any Letter of Credit: (i) if Lender has received a notice from the issuing bank that such Letter of Credit will not be renewed and either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit is not provided at least ten (10) Business Days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (ii) 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), and Borrower has failed to deliver to Lender either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit; or (iii) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Eligible Institution and Borrower has failed to deliver to Lender either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit. Notwithstanding anything to the contrary contained in the above, Lender shall not be obligated to draw down on any Letter of Credit upon the happening of an event specified in clause (i), (ii) or (iii) 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, and in the event of the insolvency of the bank issuing the Letter of Credit or if the bank issuing the Letter of Credit ceases to be an Eligible Institution, Borrower shall promptly provide to Lender either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit. (c) If any Letter of Credit or Letters of Credit delivered pursuant to Section 7.5 of this Agreement, in the aggregate, are in an amount greater than ten percent (10%) of the then outstanding principal balance of the Loan, Borrower shall deliver to Lender, together with such Letter of Credit, a new substantive non-consolidation opinion substantially similar to the Insolvency Opinion delivered on the date hereof in connection with the Loan, which new opinion shall be in form and substance reasonably acceptable to Lender, and, if a Securitization has occurred, to the Rating Agencies.

Provisions Regarding Letters of Credit. (a) Each Letter of Credit delivered under this Agreement shall be additional security for the payment of the Debt. Upon the occurrence and during the continuation 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 such Letter of Credit to payment of the Debt in such order, proportion or priority as Lender may determine. Any such application to the Debt shall be subject to the Spread Maintenance Payment and any Interest Shortfall, if applicable. On the Maturity Date, if the Debt is not paid in full, any such Letter of Credit may be applied to reduce the Debt. (b) 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 on any Letter of Credit: (i) if Lender has received a notice from the issuing bank that such Letter of Credit will not be renewed and either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit is not provided at least ten (10) Business Days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (ii) 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), and Borrower has failed to deliver to Lender either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit; or (iii) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Eligible Institution and Borrower has failed to deliver to Lender either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit. Notwithstanding anything to the contrary contained in the above, Lender shall not be obligated to draw down on any Letter of Credit upon the happening of an event specified in clause (i), (ii) or (iii) 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, and in the event of the insolvency of the bank issuing the Letter of Credit or if the bank issuing the Letter of Credit ceases to be an Eligible Institution, Borrower shall promptly provide to Lender either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit. (c) If any Letter of Credit or Letters of Credit delivered pursuant to Section 7.5 7.4 of this Agreement, in the aggregate, are in an amount greater than ten percent (10%) of the then outstanding principal balance of the Loan, Borrower shall deliver to Lender, together with such Letter of Credit, a new substantive non-consolidation opinion substantially similar to the Insolvency Opinion delivered on the date hereof in connection with the Loan, which new opinion shall be in form and substance reasonably acceptable to Lender, and, if a Securitization has occurred, to the Rating Agencies.

Provisions Regarding Letters of Credit. (a) Each Notwithstanding anything herein to the contrary, Borrower may meet its obligations to fund any or all of the Initial Deposits or other deposits required to be made and maintained during a Triggering Event Period, by delivering to Lender a Letter of Credit in such amount as may be necessary to meet the deposit obligations under this Article 7. Any Letter of Credit delivered under this Agreement shall be additional security for the payment of the Debt. Upon the occurrence and during the continuation continuance of an Event of Default, Lender shall have the right, at its option, to draw on any such 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 in such order, proportion or priority as Lender may determine. Any such application to the Debt shall be subject to the Spread Maintenance Payment and any Interest Shortfall, if applicable. On the Maturity Date, Date if the Debt is not paid in full, any such Letter of Credit may be applied to reduce the Debt. (b) 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 on any Letter of Credit: : (i) if Lender has received a notice from the issuing bank Issuing Bank that such the Letter of Credit will not be renewed and either (y) a substitute Letter of Credit or (z) cash Cash in the amount of the Letter of Credit is not provided at least ten (10) Business Days prior to the date on which the outstanding Letter of Credit is scheduled to expire; ; (ii) upon receipt of notice from the issuing bank 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), and Borrower has failed to deliver to Lender either (y) a substitute Letter of Credit terminated; or (z) cash in the amount of the Letter of Credit; or (iii) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Eligible Institution satisfy the Minimum L/C Rating and Borrower has failed fails to deliver to Lender either (y) a substitute Letter of Credit or (z) cash Cash in the amount of the Letter of CreditCredit within ten (10) Business Days of such event. Notwithstanding anything to the contrary contained in the above, Lender shall is not be obligated to draw down on any Letter of Credit upon the happening of an event specified in clause (i), (ii) or (iii) 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, Credit and in the event of the insolvency of the bank issuing the Letter of Credit or if the bank issuing the Letter of Credit ceases to be an Eligible Institutionsatisfy the Minimum L/C Rating, Borrower shall promptly provide to Lender within the time frames set forth above either (y) a substitute Letter of Credit meeting the requirements hereof or (z) cash Cash in the amount of the Letter of Credit. (c) . If any a Letter of Credit has been posted by Tenant or Letters Borrower on behalf of Credit delivered pursuant to Section 7.5 of this AgreementTenant, in the aggregate, are in an amount greater than ten percent (10%) of the then outstanding principal balance of the Loan, Borrower shall deliver to Lender, together with such Letter of Credit, Credit may be reduced from time to time by Tenant or Borrower placing a new substantive non-consolidation opinion substantially similar replacement or substitute Letter of Credit in the revised amount necessary to reflect the Insolvency Opinion delivered on the date hereof compliance with performance obligations (in connection with the Loan, whole or in part) for which new opinion shall be in form and substance reasonably acceptable such Letter of Credit was placed to Lender, and, if a Securitization has occurred, to the Rating Agenciessecure.

Provisions Regarding Letters of Credit. (a) 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. Each Letter of Credit delivered under this Agreement shall be additional security for the payment of the Debt. Upon the occurrence and during the continuation 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 such Letter of Credit to payment of the Debt in such order, proportion or priority as Lender may determine. Any such application to the Debt shall be subject to the Spread Maintenance Payment and any Interest Shortfall, if applicable. On the Maturity Date, if the Debt is not paid in full, any such Letter of Credit may be applied to reduce the Debt. (b) 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 on any Letter of Credit: : (i) if Lender has received a notice from the issuing bank Issuing Bank that such Letter of Credit will not be renewed and either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit is not provided at least ten (10) Business Days prior to the date on which the outstanding Letter of Credit is scheduled to expire; ; (ii) upon receipt of notice from the issuing bank 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), and Borrower has failed to deliver to Lender either (y) Agreement or a substitute Letter of Credit is provided); or (z) cash in the amount of the Letter of Credit; or (iii) if Lender has received notice that the bank issuing the Letter of Credit Issuing Bank shall cease to be an Eligible Institution meet the rating criteria set forth in the definition of “Letter of Credit” herein and Borrower has failed to deliver to Lender either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit. Notwithstanding anything to the contrary contained in the above, Lender shall not be obligated to draw down on any Letter of Credit upon the happening of an event specified in clause (i), (ii) or (iii) above and shall not be liable for any losses sustained by Borrower due to the insolvency of the bank issuing the Letter of Credit Issuing Bank if Lender has not drawn the Letter of Credit, and in the event of the insolvency of the bank issuing the Letter of Credit Issuing Bank or if the bank issuing Issuing Bank ceases to meet the rating criteria set forth in the definition of “Letter of Credit ceases to be an Eligible InstitutionCredit” herein, Borrower shall promptly provide to Lender either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit. (c) If any Letter of Credit or Letters of Credit delivered pursuant to Section 7.5 of this Agreement, in the aggregate, are in an amount greater than ten percent (10%) of the then outstanding principal balance of the Loan, Borrower shall deliver to Lender, together with such Letter of Credit, a new substantive non-consolidation opinion substantially similar to the Insolvency Opinion delivered on the date hereof in connection with the Loan, which new opinion shall be in form and substance reasonably acceptable to Lender, and, if a Securitization has occurred, to the Rating Agencies.

Provisions Regarding Letters of Credit. (a) Each Delivery of Letters of Credit. (i) On or prior to the Effective Date, the Company shall deliver to the Trustee a Letter of Credit in the amount of the Five Million Dollars ($5,000,000.00), of which $3,750,000 shall be available to be drawn down at any time after the issuance thereof and the entire remaining balance thereof may be drawn at any time after April 12, 2009. Subject to the foregoing, the Trustee shall have the right to draw down such Letter of Credit in full or in part as set forth herein. (ii) In no event shall (i) the Company be entitled to draw upon any Letter of Credit delivered pursuant to this Indenture or (ii) any Person (including, without limitation, any implied or other third-party beneficiary) other than the Trustee, on behalf of the holders of the Preferred Securities, have any title, right or interest in any Letter of Credit or any proceeds of a draw upon any Letter of Credit. Upon no less than thirty (30) days' prior written notice to the Trustee, the holders of the Preferred Securities or Taberna Capital Management, LLC may request that the Company replace any Letter of Credit delivered pursuant to this Section 10.12 with one or more substitute Letters of Credit of an equal notional amount from another Eligible Institution; provided, however, that during the first calendar year following the date hereof, if the Company has used all commercially reasonable, good faith efforts to but has been unable to obtain such a replacement Letter of Credit, the Company shall have an additional thirty (30) days to replace the Letter of Credit. (iii) Under no circumstances shall the Trustee as beneficiary under any Letter of Credit for the benefit of the holders of the Preferred Securities be required to transfer any Letter of Credit to a second beneficiary. In the event that the holders of not less than a majority in aggregate principal amount of the outstanding Preferred Securities determine that (i) the bank issuing any Letter of Credit shall cease to be an Eligible Institution or (ii) the Trustee should no longer hold any Letter of Credit, either the holders of not less than a majority in aggregate principal amount of the outstanding Preferred Securities or the Trustee may require that the existing Letter of Credit be cancelled and that, upon such cancellation or return of the existing Letter of Credit to the Company, one or more new Letters of Credit be issued as directed by the holders of not less than a majority in aggregate principal amount of the outstanding Preferred Securities by giving to each of the other parties hereto no less than fifteen (15) days written notice of such requirement. (b) Any Letter of Credit delivered under this Agreement Indenture shall be additional security for all payments due and to become due with respect to the payment Preferred Securities. Notwithstanding anything to the contrary contained in this Indenture or any documents executed in connection herewith, each Letter of Credit is collateral solely for the benefit of the Debtholders of the Preferred Securities, and no other Person shall have any right, title or interest in any Letter of Credit or any proceeds drawn thereon. The Trustee shall, notwithstanding any contrary requirement or direction arising or given hereunder (including pursuant to Article XII) or under any documents executed in connection herewith, follow the written direction of the holders of a majority in aggregate principal amount of the outstanding Preferred Securities as set forth herein with respect to any draw on any Letter of Credit and application of any proceeds of such draw and the Trustee shall not have any duty, obligation or right to determine when and if a draw is to be made on any Letter of Credit or how the proceeds of any Letter of Credit will be applied. Upon notice to Trustee from the holders of a majority in aggregate principal amount of the outstanding Preferred Securities, which notice may be given upon the occurrence and during the continuation of an Event of DefaultDefault or event that with the giving of notice or passage of time would constitute an Event of Default , Lender the Trustee shall have the right, at its option, right to draw on any Letter of Credit in full or in part, as directed by the holders of a majority in aggregate principal amount of the outstanding Preferred Securities, and to apply all or any part thereof to any amounts then due and owing and/or to become due and owing with respect to the payment Preferred Securities, as directed solely by the holders of a majority in the aggregate principal amount of the items for which such Letter outstanding Preferred Securities. The Trustee shall give the Company written notice of Credit was established or to apply such Letter of Credit to payment of the Debt in such order, proportion or priority as Lender may determine. Any any such application to the Debt shall be subject to the Spread Maintenance Payment and any Interest Shortfall, if applicable. On the Maturity Date, if the Debt is not paid in full, any such Letter of Credit may be applied to reduce the Debtfunds. (bc) In addition to any other right Lender may have to draw upon addition, the Trustee shall, as directed by the holders of a Letter majority in aggregate principal amount of Credit pursuant to the terms and conditions of this Agreementoutstanding Preferred Securities, Lender shall have the additional rights to draw in full on any Letter of Credit: : (i) if Lender the Trustee has received a notice from the issuing bank or the Company that such the applicable Letter of Credit will not be renewed and either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit is not provided at least ten five (105) Business Days prior to the date on which the outstanding Letter of Credit is scheduled to expire; ; (ii) upon receipt of notice from the issuing bank or the Company that the applicable 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), and Borrower has failed to deliver to Lender either (y) Indenture or a substitute Letter of Credit is provided no later than five (5) Business Days prior to such termination); or (z) cash in the amount of the Letter of Credit; or (iii) if Lender the Trustee has received notice from either the issuing bank or the Company that the bank issuing the any Letter of Credit shall cease to be an Eligible Institution and Borrower the Company has failed to deliver to Lender either (y) a substitute Letter not replaced the outstanding Letters of Credit or with substitute Letters of Credit from an Eligible Institution within five (z5) cash Business Days of notice to the Company by the holders of a majority in the aggregate principal amount of the Letter Preferred Securities. The Company agrees that it will promptly notify, in writing, the Trustee and the holders of Credit. Notwithstanding anything to a majority in aggregate principal amount of the contrary contained in Preferred Securities of the above, Lender shall not be obligated to draw down on occurrence of any Letter of Credit upon the happening of an event specified set forth in clause (i), (ii) or (iii) above and of the preceding sentence. The Trustee shall apply all or any part of the proceeds drawn on any Letter of Credit pursuant to Section 10.12(b). Notwithstanding anything to the contrary contained in the above, the Trustee shall not be liable for any losses sustained by Borrower any Person due to the insolvency of the bank issuing the Letter of Credit if Lender has not drawn the Letter of Credit, and in the event of the insolvency of the bank issuing the Letter of Credit or if the bank issuing the Letter of Credit ceases to be an Eligible Institution, Borrower shall promptly provide to Lender either (y) a substitute Letter of Credit or (z) cash in the amount of the any Letter of Credit. (cd) If Notwithstanding anything to the contrary contained herein, including Article XII, the Company covenants and agrees that (i) each Letter of Credit shall be the independent obligation of the Eligible Institution issuing such Letter of Credit and that the Company has no right, title, or interest in any Letter of Credit or Letters whatsoever and (ii) the Trustee shall have the right to draw upon any Letter of Credit delivered as set forth in this Section 10.12 and may apply such proceeds to any amounts then due and owing and/or to become due and owing with respect to the Preferred Securities, as directed by the holders of a majority in aggregate principal amount of the outstanding Preferred Securities and any such draw and application by the Trustee and/or the holders of the Preferred Securities as set forth in this Section 10.12 hereof shall (i) not be subordinate or subject in right of payment to the prior payment in full of any Senior Debt, (ii) be permitted to be made prior to the payment of any Senior Debt even if (A) a default has occurred and is continuing (whether at maturity, by acceleration or otherwise) with respect to any Senior Debt, (B) any Proceeding has been commenced or (C) any other condition exists pursuant to Section 7.5 of Article XII or otherwise in this Agreement, in the aggregate, are in an amount greater than ten percent (10%) of the then outstanding principal balance of the Loan, Borrower shall deliver to Lender, together with such Letter of Credit, a new substantive non-consolidation opinion substantially similar to the Insolvency Opinion delivered on the date hereof Indenture or any other document executed in connection with the Loanthis Indenture that would, which new opinion shall be in form and substance reasonably acceptable to Lenderbut for this Section 10.12(d), and, if a Securitization has occurred, to the Rating Agenciesprohibit such draw or application.

Provisions Regarding Letters of Credit. (a) Borrower may deliver to Lender a Letter of Credit in accordance with the provisions of Section 8.1(i), Section 8.1(q) or Section 8.1(r). Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection with Borrower’s delivery of a Letter of Credit. Borrower shall not be entitled to draw from any Letter of Credit. Each Letter of Credit delivered under this Agreement shall be additional security for the payment of the Debt. Upon the occurrence and during the continuation 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 such Letter of Credit to payment of the Debt in such order, proportion or priority as Lender may determine. Lender shall endeavor (but shall be under no obligation) to notify Borrower promptly after drawing on any Letter of Credit. Any such application to the Debt after an Event of Default that remains uncured shall be subject to the Spread Maintenance Payment and any Interest Shortfallapplicable Prepayment Fee, if applicable. On the Maturity Date, if the Debt is not paid in full, any such Letter of Credit may be applied to reduce the Debtany. (b) 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 on any Letter of Credit: : (i) with respect to any evergreen Letter of Credit, if Lender has received a notice from the issuing bank that such the Letter of Credit will not be renewed and either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit is not provided at least ten twenty (1020) Business Days days prior to the date on which the outstanding Letter of Credit is scheduled to expire; , (ii) 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 twenty (20) days prior to the date on which such Letter of Credit is scheduled to expire together with an original of such renewal or a substitute Letter of Credit is not provided at least twenty (20) days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (iii) 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), and Borrower has failed to deliver to Lender either (y) Agreement or a substitute Letter of Credit is provided); or (z) cash in the amount of the Letter of Credit; or (iiiiv) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Eligible Institution and Borrower has failed to deliver to Lender either (y) a substitute shall not have replaced such Letter of Credit or (z) cash in the amount of the with a Letter of Credit. Credit issued by another Eligible Institution within ten (10) Business Days after receiving written notice thereof Notwithstanding anything to the contrary contained in the above, (except with respect to the NYT Letter of Credit subject to the provisions of Section 3.7 hereof), Lender shall is not be obligated to draw down on any Letter of Credit upon the happening of an event specified in clause (i), (ii), (iii) or (iiiiv) 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, and in the event of the insolvency of the bank issuing the . Upon drawing upon any Letter of Credit or if the bank issuing the Letter of Credit ceases pursuant to be an Eligible Institutionthis clause (b), Borrower Lender shall promptly provide to Lender either (y) a substitute Letter of Credit or (z) cash in deposit the amount proceeds thereof into an Account and hold such monies as additional security for payment of the Letter Debt in accordance with the provisions of Creditthis Article III. (c) If Borrower has delivered to Lender a Letter of Credit pursuant to Section 8.1(q), provided that thereafter the Debt Service Coverage Ratio (without regard to any Letter of Credit or Letters of Credit cash delivered to Lender pursuant to Section 7.5 of this Agreement, in the aggregate, are in an amount greater than ten percent (10%8.1(q)) as of the last day of two (2) consecutive calendar quarters equals or exceeds 1.35 to 1.00 and there is then outstanding principal balance no uncured Event of Default, Lender will return the LoanLetter of Credit to Borrower. (d) If Borrower has delivered to Lender a Letter of Credit pursuant to Section 8.1(r), Borrower provided that thereafter the Loan to Value Ratio (without regard to any Letter of Credit or cash delivered to Lender pursuant to Section 8.1(r)) equals or is less than 0.50 to 1.00 and there is then no uncured Event of Default, Lender will return the Letter of Credit to Borrower. (e) If Lender shall deliver to Lender, together with such draw on any Letter of Credit, a new substantive non-consolidation opinion substantially similar promptly thereafter Lender will notify Borrower of such draw. (f) Upon repayment in full of the Debt, Lender will return to Borrower any Letter of Credit then held by Lender. (g) If there is any inconsistency or conflict between the provisions of this Section 3.6 and the provisions of Section 3.7 relating to the Insolvency Opinion delivered on NYT Letter of Credit, the date hereof in connection with the Loan, which new opinion shall be in form provisions of Section 3.7 will govern and substance reasonably acceptable to Lender, and, if a Securitization has occurred, to the Rating Agenciescontrol.

Provisions Regarding Letters of Credit. (a) Each Any Letter of Credit delivered under this Agreement shall be additional security for the payment of the Debt. Upon the occurrence and during the continuation continuance of an Event of Default, Lender shall have the right, at its option, to draw on any such 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 such Letter of Credit to payment of the Debt in such order, proportion or priority as Lender may determine. Any such application to the Debt shall be subject to the Spread Maintenance Payment and any Interest Shortfall, if applicable. On the Maturity Date, Date if the Debt is not paid in full, any such Letter of Credit may be applied to reduce the Debt. (b) 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 on any Letter of Credit: : (i) if Lender has received a notice from the issuing bank Issuing Bank that such the Letter of Credit will not be renewed and either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit is not provided at least ten thirty (1030) Business Days days prior to the date on which the outstanding Letter of Credit is scheduled to expire; ; (ii) upon receipt of notice from the issuing bank Issuing Bank that the Letter of Credit will be terminated terminated; or (except iii) if the termination of such Letter of Credit is permitted pursuant Issuing Bank shall cease to satisfy the terms and conditions of this Agreement), Minimum L/C Rating and Borrower has failed fails to deliver to Lender either (y) cash into the respective Reserve Account or a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit; or Credit within fifteen (iii15) if Lender has received notice that the bank issuing the Letter Business Days of Credit shall cease to be an Eligible Institution and Borrower has failed to deliver to Lender either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Creditsuch event. Notwithstanding anything to the contrary contained in the above, Lender shall is not be obligated to draw down on any Letter of Credit upon the happening of an event specified in clause (i), (ii) or (iii) above and shall not be liable for any losses sustained by Borrower due to the insolvency of the bank issuing the Letter of Credit Issuing Bank if Lender has not drawn the Letter of Credit, Credit and in the event of the insolvency of the bank issuing the Letter of Credit Issuing Bank or if the bank issuing the Letter of Credit Issuing Bank ceases to be an Eligible Institutionsatisfy the Minimum L/C Rating, Borrower shall promptly provide to Lender either (y) a within the time frames set forth above substitute Letter of Credit or (z) cash in meeting the amount of the Letter of Creditrequirements hereof. (c) If any Letter of Credit or Letters of Credit delivered pursuant to Section 7.5 of this Agreement, in the aggregate, are in an amount greater than ten percent (10%) of the then outstanding principal balance of the Loan, Borrower shall deliver to Lender, together with such Letter of Credit, a new substantive non-consolidation opinion substantially similar to the Insolvency Opinion delivered on the date hereof in connection with the Loan, which new opinion shall be in form and substance reasonably acceptable to Lender, and, if a Securitization has occurred, to the Rating Agencies.

Provisions Regarding Letters of Credit. (a) Each Notwithstanding anything herein to the contrary, (i) Borrower may meet its obligations to fund any or all of the Initial Deposits or other deposits required to be made and maintained during a Triggering Event Period, by delivering to Lender a Letter of Credit in such amount as may be necessary to meet the deposit obligations under this Article 7; and (ii) during an Event of Default, Borrower may deliver to Lender a Letter of Credit to be held as Excess Cash Reserve Funds. Any Letter of Credit delivered under this Agreement shall be additional security for the payment of the Debt. Upon the occurrence and during the continuation continuance of an Event of Default, Lender shall have the right, at its option, to draw on any such 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 in such order, proportion or priority as Lender may determine. Any such application to the Debt shall be subject to the Spread Maintenance Payment and any Interest Shortfall, if applicable. On the Maturity Date, Date if the Debt is not paid in full, any such Letter of Credit may be applied to reduce the Debt. (b) 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 on any Letter of Credit: : (i) if Lender has received a notice from the issuing bank Issuing Bank that such the Letter of Credit will not be renewed and either (y) a substitute Letter of Credit or (z) cash Cash in the amount of the Letter of Credit is not provided at least ten (10) Business Days prior to the date on which the outstanding Letter of Credit is scheduled to expire; ; (ii) upon receipt of notice from the issuing bank 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), and Borrower has failed to deliver to Lender either (y) a substitute Letter of Credit terminated; or (z) cash in the amount of the Letter of Credit; or (iii) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Eligible Institution satisfy the Minimum L/C Rating and Borrower has failed fails to deliver to Lender either (y) a substitute Letter of Credit or (z) cash Cash in the amount of the Letter of CreditCredit within ten (10) Business Days of such event. Notwithstanding anything to the contrary contained in the above, Lender shall is not be obligated to draw down on any Letter of Credit upon the happening of an event specified in clause (i), (ii) or (iii) 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, Credit and in the event of the insolvency of the bank issuing the Letter of Credit or if the bank issuing the Letter of Credit ceases to be an Eligible Institutionsatisfy the Minimum L/C Rating, Borrower shall promptly provide to Lender within the time frames set forth above either (y) a substitute Letter of Credit meeting the requirements hereof or (z) cash Cash in the amount of the Letter of Credit. (c) . If any a Letter of Credit has been posted by Tenant or Letters Borrower on behalf of Credit delivered pursuant to Section 7.5 of this AgreementTenant, in the aggregate, are in an amount greater than ten percent (10%) of the then outstanding principal balance of the Loan, Borrower shall deliver to Lender, together with such Letter of Credit, Credit may be reduced from time to time by Tenant or Borrower placing a new substantive non-consolidation opinion substantially similar replacement or substitute Letter of Credit in the revised amount necessary to reflect the Insolvency Opinion delivered on the date hereof compliance with performance obligations (in connection with the Loan, whole or in part) for which new opinion shall be in form and substance reasonably acceptable such Letter of Credit was placed to Lender, and, if a Securitization has occurred, to the Rating Agenciessecure.