Common use of Set Aside Letters Clause in Contracts

Set Aside Letters. If, at Borrower's request, Lender issues any letter or letters ("Set Aside Letter") to any governmental agency ("Obligee") or bonding company ("Surety") whereby Lender agrees to allocate Loan proceeds for the construction of off-site, common area, or other improvements required by any governmental agency or for which bonds may be required ("Bonded Work") in connection with the development of the Property, Borrower represents, warrants, covenants and agrees as follows: (a) The sum which Borrower requests Lender to allocate for the Bonded Work shall be sufficient to pay for the construction and completion cost of the Bonded Work in accordance with any agreement between Borrower and Obligee or as may be required under the Project Entitlements, and a copy of such agreement shall be furnished to Lender by Borrower prior to and as a condition precedent to the issuance by Lender of any Set Aside Letter; (b) Lender is irrevocably and unconditionally authorized to disburse to the Obligee or Surety all or any portion of said allocated Loan proceeds upon a demand of such Surety or Obligee made in accordance with the terms and conditions of the Set Aside Letter; (c) Any disbursements or payments which Lender makes or may be obligated to make under any Set Aside Letter, whether made directly to the Surety, Obligee, or to others for completion of all or part of the Bonded Work, shall be deemed a disbursement under this Agreement to or for the benefit or account of Borrower; (d) BORROWER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER FROM ANY CLAIM, DEMAND, CAUSE OF ACTION, DAMAGE, LOSS OR LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY COURT COSTS AND ATTORNEYS' FEES AND EXPENSES, WHICH LENDER MAY SUFFER OR INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF ITS ISSUANCE OF OR COMPLIANCE WITH ANY REQUESTED SET ASIDE LETTER. BORROWER SHALL PAY ANY INDEBTEDNESS ARISING UNDER THIS INDEMNITY TO LENDER IMMEDIATELY UPON DEMAND OF LENDER. BORROWER'S DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER HEREUNDER SHALL SURVIVE THE RELEASE AND CANCELLATION OF THE NOTE AND THE FULL OR PARTIAL RELEASE OR RECONVEYANCE OF THE DEED OF TRUST OR OTHER LOAN DOCUMENTS; (e) Lender shall have no obligation to release any collateral or security under the Loan Documents unless and until Lender has received a full and final written release of its obligations under each Set Aside Letter; and (f) Lender is not obligated to issue any Set Aside Letter and may refuse to do so in Lender's sole and absolute discretion, excepting only the following Set Aside Letters: None.

Set Aside Letters. If, at Borrower's ’s request, Lender Bondowner Representative issues any letter or letters ("“Set Aside Letter"”) to any governmental agency ("“Obligee"”) or bonding company ("“Surety"”) whereby Lender Bondowner Representative agrees to allocate Loan proceeds for the construction of off-site, common area, or other improvements required by any governmental agency or for which bonds may be required ("“Bonded Work"”) in connection with the development of the Property, Borrower represents, warrants, covenants and agrees as follows: (a) The sum which Borrower requests Lender Bondowner Representative to allocate for the Bonded Work shall be sufficient to pay for the construction and completion cost of the Bonded Work in accordance with any agreement between Borrower and Obligee or as may be required under the Project Entitlements, and a copy of such agreement shall be furnished to Lender Bondowner Representative by Borrower prior to and as a condition precedent to the issuance by Lender Bondowner Representative of any Set Aside Letter; (b) Lender Bondowner Representative is irrevocably and unconditionally authorized to disburse to the Obligee or Surety all or any portion of said allocated Loan proceeds upon a demand of such Surety or Obligee made in accordance with the terms and conditions of the Set Aside Letter; (c) Any disbursements or payments which Lender Bondowner Representative makes or may be obligated to make under any Set Aside Letter, whether made directly to the Surety, Obligee, or to others for completion of all or part of the Bonded Work, shall be deemed a disbursement under this Loan Agreement to or for the benefit or account of Borrower; (d) BORROWER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER BONDOWNER REPRESENTATIVE FROM ANY CLAIM, DEMAND, CAUSE OF ACTION, DAMAGE, LOSS OR LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY COURT COSTS AND REASONABLE ATTORNEYS' ’ FEES AND EXPENSES, WHICH LENDER BONDOWNER REPRESENTATIVE MAY SUFFER OR INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF ITS ISSUANCE OF OR COMPLIANCE WITH ANY REQUESTED SET ASIDE LETTER. BORROWER SHALL PAY ANY INDEBTEDNESS ARISING UNDER THIS INDEMNITY TO LENDER BONDOWNER REPRESENTATIVE IMMEDIATELY UPON DEMAND OF LENDERBONDOWNER REPRESENTATIVE. BORROWER'S ’S DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER BONDOWNER REPRESENTATIVE HEREUNDER SHALL SURVIVE THE RELEASE AND CANCELLATION OF THE NOTE AND THE FULL OR PARTIAL RELEASE OR RECONVEYANCE OF THE DEED OF TRUST OR OTHER LOAN DOCUMENTS; (e) Lender Bondowner Representative shall have no obligation to release any collateral or security under the Loan Documents unless and until Lender Bondowner Representative has received a full and final written release of its obligations under each Set Aside Letter; and (f) Lender is not obligated to issue any The fee for issuing each Set Aside Letter hereunder shall be one and may refuse to do so in Lender's sole and absolute discretion, excepting only one-half percent (1.50%) per annum of the following Set Aside Letters: NoneLetter amount.

Set Aside Letters. If, at Borrower's ’s request, Lender Bondowner Representative issues any letter or letters ("“Set Aside Letter"”) to any governmental agency ("“Obligee"”) or bonding company ("Surety"”) whereby Lender Bondowner Representative agrees to allocate Loan proceeds for the construction of off-site, common area, or other improvements required by any governmental agency or for which bonds may be required ("“Bonded Work"”) in connection with the development of the Property, Borrower represents, warrants, covenants and agrees as follows: (a) The sum which Borrower requests Lender Bondowner Representative to allocate for the Bonded Work shall be sufficient to pay for the construction and completion cost of the Bonded Work in accordance with any agreement between Borrower and Obligee or as may be required under the Project Entitlements, and a copy of such agreement shall be furnished to Lender Bondowner Representative by Borrower prior to and as a condition precedent to the issuance by Lender Bondowner Representative of any Set Aside Letter; (b) Lender Bondowner Representative is irrevocably and unconditionally authorized to disburse to the Obligee or Surety all or any portion of said allocated Loan proceeds upon a demand of such Surety or Obligee made in accordance with the terms and conditions of the Set Aside Letter; (c) Any disbursements or payments which Lender Bondowner Representative makes or may be obligated to make under any Set Aside Letter, whether made directly to the Surety, Obligee, or to others for completion of all or part of the Bonded Work, shall be deemed a disbursement under this Loan Agreement to or for the benefit or account of Borrower; (d) BORROWER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER ISSUER AND BONDOWNER REPRESENTATIVE FROM ANY CLAIM, DEMAND, CAUSE OF ACTION, DAMAGE, LOSS OR LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY COURT COSTS AND REASONABLE ATTORNEYS' ’ FEES AND EXPENSES, WHICH LENDER ISSUER OR BONDOWNER REPRESENTATIVE MAY SUFFER OR INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF ITS ISSUANCE OF OR COMPLIANCE WITH ANY REQUESTED SET ASIDE LETTER. BORROWER SHALL PAY ANY INDEBTEDNESS ARISING UNDER THIS INDEMNITY TO LENDER ISSUER AND BONDOWNER REPRESENTATIVE IMMEDIATELY UPON DEMAND OF LENDERISSUER OR BONDOWNER REPRESENTATIVE, AS APPLICABLE. BORROWER'S DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER ISSUER AND BONDOWNER REPRESENTATIVE HEREUNDER SHALL SURVIVE THE RELEASE AND •55- (Xxxxxxx Terrace) DWT 27809087v3 0088288-000046 CANCELLATION OF THE NOTE AND THE FULL OR PARTIAL RELEASE OR RECONVEYANCE OF THE DEED OF TRUST OR OTHER LOAN DOCUMENTS; (e) Lender Bondowner Representative shall have no obligation to release any collateral or security under the Loan Documents unless and until Lender Bondowner Representative has received a full and final written release of its obligations under each Set Aside Letter; and (f) Lender is not obligated to issue any Set Aside Letter and may refuse to do so in Lender's sole and absolute discretion, excepting only the following Set Aside Letters: None.

Set Aside Letters. If, at Borrower's ’s request, Lender issues any letter or letters ("“Set Aside Letter"”) to any governmental agency ("“Obligee"”) or bonding company ("“Surety"”) whereby Lender agrees to allocate Loan proceeds for the construction of off-site, common area, or other improvements required by any governmental agency or for which bonds or letters of credit may be required ("“Bonded Work"”) in connection with the development of the Property, Borrower represents, warrants, covenants and agrees as follows: (a) The sum which Borrower requests Lender to allocate for the Bonded Work shall be sufficient to pay for the construction and completion cost of the Bonded Work in accordance with any agreement between Borrower and Obligee or as may be required under the Project Entitlements, and a copy of such agreement shall be furnished to Lender by Borrower prior to and as a condition precedent to the issuance by Lender of any Set Aside Letter;. (b) Lender is irrevocably and unconditionally authorized to disburse to the Obligee or Surety all or any portion of said allocated Loan proceeds upon a demand of such Surety or Obligee made in accordance with the terms and conditions of the Set Aside Letter;. (c) Any disbursements or payments which Lender makes or may be obligated to make under any Set Aside Letter, whether made directly to the Surety, Obligee, or to others for completion of all or part of the Bonded Work, shall be deemed a disbursement under this Agreement to or for the benefit or account of Borrower;. (d) BORROWER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER FROM ANY CLAIM, DEMAND, CAUSE OF ACTION, DAMAGE, LOSS OR LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY COURT COSTS AND ATTORNEYS' ’ FEES AND EXPENSES, WHICH LENDER MAY SUFFER OR INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF ITS ISSUANCE OF OR COMPLIANCE WITH ANY REQUESTED SET ASIDE LETTER. BORROWER SHALL PAY ANY INDEBTEDNESS ARISING UNDER THIS INDEMNITY TO LENDER IMMEDIATELY UPON DEMAND OF LENDER. BORROWER'S ’S DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER HEREUNDER SHALL SURVIVE THE RELEASE AND CANCELLATION OF THE NOTE AND THE FULL OR PARTIAL RELEASE OR RECONVEYANCE OF THE DEED OF TRUST MORTGAGE OR OTHER LOAN DOCUMENTS;. (e) Lender shall have no obligation to release any collateral or security under the Loan Documents unless and until Lender has received a full and final written release of its obligations under each Set Aside Letter; and (f) Lender is not obligated to issue any Set Aside Letter and may refuse to do so in Lender's sole and absolute discretion, excepting only the following Set Aside Letters: None.

Set Aside Letters. If, at Borrower's ’s request, Lender Administrative Agent issues any letter or letters ("“Set Aside Letter"”) to any governmental agency Governmental Authority ("“Obligee"”) or bonding company ("“Surety"”) whereby Lender Administrative Agent, on behalf of Lenders, agrees to allocate Loan proceeds for the construction of off-site, common area, or other improvements required by any governmental agency or for which bonds may be required ("“Bonded Work"”) in connection with the development of the Property, Borrower represents, warrants, covenants and agrees as follows: (a) The sum which Borrower requests Lender Lenders to allocate for the Bonded Work shall be consistent with the Disbursement Budget attached hereto as Exhibit C and shall be sufficient to pay for the construction and completion cost of the Bonded Work in accordance with any agreement between Borrower and Obligee or as may be required under the Project Entitlements, and a copy of such agreement shall be furnished to Lender Administrative Agent by Borrower prior to and as a condition precedent to the issuance by Lender Administrative Agent of any Set Aside Letter; (b) Lender Administrative Agent, on behalf of Lenders, is irrevocably and unconditionally authorized to disburse to the Obligee or Surety all or any portion of said allocated Loan proceeds upon a demand of such Surety or Obligee made in accordance with the terms and conditions of the Set Aside Letter; (c) Any such disbursements or payments which Lender Administrative Agent makes or may be obligated to make under any Set Aside Letter, whether made directly to the Surety, Obligee, or to others for completion of all or part of the Bonded Work, shall be deemed a disbursement under this Agreement to or for the benefit or account of Borrower; (d) BORROWER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER FROM ANY CLAIM, DEMAND, CAUSE OF ACTION, DAMAGE, LOSS OR LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY COURT COSTS AND ATTORNEYS' ’ FEES AND EXPENSES, WHICH ADMINISTRATIVE AGENT OR ANY LENDER MAY SUFFER OR INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF ITS ISSUANCE OF OR COMPLIANCE WITH ANY REQUESTED SET ASIDE LETTER. BORROWER SHALL PAY ANY INDEBTEDNESS ARISING UNDER THIS INDEMNITY TO ADMINISTRATIVE AGENT OR ANY LENDER IMMEDIATELY UPON DEMAND OF ADMINISTRATIVE AGENT OR SUCH LENDER. BORROWER'S ’S DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER HEREUNDER SHALL SURVIVE THE RELEASE AND CANCELLATION OF THE NOTE NOTES AND THE FULL OR PARTIAL RELEASE OR RECONVEYANCE OF THE DEED OF TRUST SECURITY INSTRUMENT OR OTHER LOAN DOCUMENTS; (e) Lender Administrative Agent shall have no obligation to release any collateral or security under the Loan Documents unless and until Lender Administrative Agent has received a full and final written release of its obligations under each Set Aside Letter; and (f) Lender is not obligated to issue any The fee for issuing each Set Aside Letter hereunder shall be one and may refuse to do so in Lender's sole and absolute discretion, excepting only one-half percent (1.5%) of the following face amount of the Set Aside Letters: NoneLetter.

Set Aside Letters. If, at Borrower's ’s request, Lender issues any letter or letters ("“Set Aside Letter"”) to any governmental agency ("“Obligee"”) or bonding company ("“Surety"”) whereby Lender agrees to allocate Loan proceeds for the construction of off-site, common area, or other improvements required by any governmental agency or for which bonds may be required ("“Bonded Work"”) in connection with the development of the Property, Borrower represents, warrants, covenants and agrees as follows: (a) The sum which Borrower requests Lender to allocate for the Bonded Work shall be sufficient to pay for the construction and completion cost of the Bonded Work in accordance with any agreement between Borrower and Obligee or as may be required under the Project Entitlements, and a copy of such agreement shall be furnished to Lender by Borrower prior to and as a condition precedent to the issuance by Lender of any Set Aside Letter; (b) Lender is irrevocably and unconditionally authorized to disburse to the Obligee or Surety all or any portion of said allocated Loan proceeds upon a demand of such Surety or Obligee made in accordance with the terms and conditions of the Set Aside Letter; (c) Any disbursements or payments which Lender makes or may be obligated to make under any Set Aside Letter, whether made directly to the Surety, Obligee, or to others for completion of all or part of the Bonded Work, shall be deemed a disbursement under this Agreement to or for the benefit or account of Borrower; (d) BORROWER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER FROM ANY CLAIM, DEMAND, CAUSE OF ACTION, DAMAGE, LOSS OR LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY COURT COSTS AND ATTORNEYS' ’ FEES AND EXPENSES, WHICH LENDER MAY SUFFER OR INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF ITS ISSUANCE OF OR COMPLIANCE WITH ANY REQUESTED SET ASIDE LETTER. BORROWER SHALL PAY ANY INDEBTEDNESS ARISING UNDER THIS INDEMNITY TO LENDER IMMEDIATELY UPON DEMAND OF LENDER. BORROWER'S ’S DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER HEREUNDER SHALL SURVIVE THE RELEASE AND CANCELLATION OF THE NOTE AND THE FULL OR PARTIAL RELEASE OR RECONVEYANCE OF THE DEED OF TRUST OR OTHER LOAN DOCUMENTS; (e) Lender shall have no obligation to release any collateral or security under the Loan Documents unless and until Lender has received a full and final written release of its obligations under each Set Aside Letter; and (f) Lender is not obligated to issue any Set Aside Letter and may refuse to do so in Lender's ’s sole and absolute discretion, excepting only the following Set Aside Letters: None.

Set Aside Letters. So long as no Event of Default exists or event, omission or failure of condition which would constitute an Event of Default after notice or lapse of time, or both, and subject to the provisions of this Section 6.5, and Agent’s consent in its reasonable discretion, Agent shall issue Set Aside Letters, from time to time upon written request of Borrower. Unless Agent otherwise consents, no Set Aside Letter shall obligate Agent to advance funds after the Maturity Date, and no Set Aside Letter shall be issued if Agent has reasonably determined that any Project Costs intended to be covered by such Set Aside Letter are not likely to be incurred prior to the Maturity Date. The maximum amount that Agent may be obligated to fund under any Set Aside Letter(s) at any time plus any amounts actually funded by Agent under any such Set Aside Letter(s) shall reduce, to that extent, the amount otherwise available to be Advanced or set aside for other Project Costs covered by the same line item, and any amount funded by Agent under any Set Aside Letter(s) shall be deemed to be an Advance of the proceeds of the Loan or Borrower’s Funds (as the case may be) for purposes of this Agreement, the Note and the other Loan Documents, except that the funding of any such amount shall not be subject to any conditions or requirements other than those set forth in the Set Aside Letter. If, at Borrower's ’s request, Lender Agent issues any letter or letters ("Set Aside Letter") Letters to any governmental agency ("“Obligee"”) or bonding company ("“Surety") whereby Lender agrees to allocate Loan proceeds for the construction of off-site, common area, or other improvements required by any governmental agency or for which bonds may be required ("Bonded Work") in connection with the development of the Property”), Borrower represents, warrants, covenants and agrees as follows: (a) The sum which Borrower requests Lender Agent to allocate for the Bonded Work bonded work shall be sufficient to pay for the construction and completion cost of the Bonded Work bonded work in accordance with any agreement between Borrower and Obligee or as may be required under the Project Entitlements, and a copy of such agreement shall be furnished to Lender Agent by Borrower prior to and as a condition precedent to the issuance by Lender Agent of any Set Aside Letter;. (b) Lender is Agent are irrevocably and unconditionally authorized to disburse Advance to the Obligee or Surety all or any portion of said allocated Loan proceeds upon a demand of such Surety or Obligee made in accordance with the terms and conditions of the Set Aside Letter;. (c) Any disbursements Advances or payments which Lender makes or may be obligated to Agent make under any Set Aside Letter, whether made directly to the Surety, Obligee, or to others for completion of all or part of the Bonded Workbonded work, shall be deemed a disbursement an Advance under this Agreement to or for the benefit or account of Borrower;. (d) BORROWER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER AGENT FROM ANY CLAIM, DEMAND, CAUSE OF ACTION, DAMAGE, LOSS OR LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY COURT COSTS AND ATTORNEYS' ’ FEES AND EXPENSES, WHICH LENDER AGENT MAY SUFFER OR INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF ITS ISSUANCE OF OR COMPLIANCE WITH ANY REQUESTED SET ASIDE LETTER. BORROWER SHALL PAY ANY INDEBTEDNESS ARISING UNDER THIS INDEMNITY TO LENDER AGENT IMMEDIATELY UPON DEMAND OF LENDERAGENT. BORROWER'S ’S DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER AGENT HEREUNDER SHALL SURVIVE THE RELEASE AND L’Auberge de Sonoma - 33 - Building Loan Agreement/Disbursement Schedule CANCELLATION OF THE NOTE AND THE FULL OR PARTIAL RELEASE OR RECONVEYANCE OF THE DEED OF TRUST OR OTHER LOAN DOCUMENTS;. (e) Lender Agent shall not have no any obligation to release any collateral or security under the Loan Documents unless and until Lender Agent has received a full and final written release of its Agent’s obligations under each Set Aside Letter; and. (f) Lender is not obligated to issue any Agent shall have approved, in its sole discretion, of the form and substance of the Set Aside Letter and, the purpose and may refuse to do so in Lender's sole and absolute discretion, excepting only maximum amount of the following Set Aside Letters: NoneLetter.

Set Aside Letters. IfLender shall, at following written request from Borrower's request, Lender issues any issue a letter or letters ("“Set Aside Letter"”) to any governmental agency ("“Obligee"”) or bonding company acceptable to Lender in its reasonable discretion ("“Surety"”) whereby Lender agrees to allocate Loan proceeds a portion of the Cash Collateral for a portion of the construction Project Work which appears on the Budget and for which a bond (each, a “Bond”) is required pursuant to the Entitlements (such portion of off-sitethe Project Work, common area“Bonded Work”), provided that the following conditions have been met in Lender’s sole and absolute discretion: (a) There shall exist no Default, as defined in this Agreement, or other improvements required by Default as defined in any governmental agency or for which bonds may be required ("Bonded Work") in connection with the development of the Propertyother Loan Documents or in the Other Related Documents, or event, omission or failure of condition which would constitute a Default under any such document after notice or lapse of time, or both; (b) There shall exist no Material Entitlements Change. (c) Borrower delivers a certificate to Lender which represents, warrants, covenants and agrees agrees, with respect to the applicable Set Aside Letter, as follows: (ai) The sum which Borrower requests Lender to allocate for face amount of the Bonded Work applicable Bond shall be sufficient to pay for the construction and completion cost of the applicable Bonded Work in accordance with any agreement between Borrower and Obligee or as may be required under the Project Entitlements, and a copy of such agreement shall be furnished to Lender by Borrower prior to and as a condition precedent to the issuance by Lender of any Set Aside Letter; (bii) The portion of the Cash Collateral requested to be allocated to cash collateralize the Bond, together with any other cash collateral paid to Surety is sufficient to cash collateralize the Bond as required pursuant to the terms thereof; (iii) Lender is irrevocably and unconditionally authorized to disburse to the Obligee or Surety all or any portion of said allocated Loan proceeds Cash Collateral upon a demand of such Surety or Obligee made in accordance with the terms and conditions of the Set Aside Letter; (c) Any disbursements or payments which Lender makes or may be obligated to make under any Set Aside Letter, whether made directly to the Surety, Obligee, or to others for completion of all or part of the Bonded Work, shall be deemed a disbursement under this Agreement to or for the benefit or account of Borrower; (div) BORROWER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER FROM ANY CLAIM, DEMAND, CAUSE OF ACTION, DAMAGE, LOSS OR LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY COURT COSTS AND ATTORNEYS' ’ FEES AND EXPENSES, WHICH LENDER MAY SUFFER OR INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF ITS ISSUANCE OF OR COMPLIANCE WITH ANY REQUESTED SET ASIDE LETTER. BORROWER SHALL PAY ANY INDEBTEDNESS ARISING UNDER THIS INDEMNITY TO LENDER IMMEDIATELY UPON DEMAND OF LENDER. BORROWER'S ’S DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER HEREUNDER SHALL SURVIVE THE RELEASE AND CANCELLATION OF THE NOTE AND THE FULL OR PARTIAL RELEASE OR RECONVEYANCE OF THE DEED OF TRUST OR OTHER LOAN DOCUMENTS;; and (ev) Lender shall have no obligation to release any collateral or security under the Loan Documents unless and until Lender has received a full and final written release of its obligations under each Set Aside Letter; and. (d) The face amount of the applicable Bond shall be equal to or less than: the positive difference, if any, between (i) the amount allotted for the portion of the Project Work which is the subject of the applicable Bond, on the Budget, minus (ii) the sum of (x) any prior disbursements of Cash Collateral for the portion of the Project Work which is the subject of the applicable Bond, plus (y) the face amount of any Bond posted for the applicable portion of the Project Work for which allocation is being requested. (e) Borrower delivers to Lender an irrevocable direction letter issued to the applicable Obligee or Surety, countersigned by the applicable Obligee or Surety, which acknowledges that if at any time any cash collateral received by such Obligee or Surety is to be returned or refunded, for any reason, such refund or return shall be made directly to the Cash Collateral Account. (f) Following the allocation of the Cash Collateral contemplated by such Set Aside Letter, the amount of Unallocated Cash Collateral on deposit in the Cash Collateral Account shall be equal to or greater than the Cash Collateral Threshold Amount. (g) Borrower shall pay a fee to Lender is not obligated to issue any for issuing each such Set Aside Letter and may refuse to do so in Lender's sole and absolute discretion, excepting only the following Set Aside Letters: Noneamount of FIVE THOUSAND AND NO/100THS DOLLARS ($5,000.00).

Set Aside Letters. If, at Borrower's request, Lender issues any letter or letters ("Set Aside Letter") to any governmental agency ("Obligee") or bonding company ("Surety") whereby Lender agrees to allocate Loan proceeds for the construction of off-site, common area, or other improvements required by any governmental agency or for which bonds may be required ("Bonded Work") in connection with the development of the Property, Borrower represents, warrants, covenants and agrees as follows: (a) The sum which Borrower requests Lender to allocate for the Bonded Work shall be sufficient to pay for the construction and completion cost of the Bonded Work in accordance with any agreement between Borrower and Obligee or as may be required under the Project Entitlements, and a copy of such agreement shall be furnished to Lender by Borrower prior to and as a condition precedent to the issuance by Lender of any Set Aside Letter; (b) Lender is irrevocably and unconditionally authorized to disburse to the Obligee or Surety all or any portion of said allocated Loan proceeds upon a demand of such Surety or Obligee made in accordance with the terms and conditions of the Set Aside Letter; (c) Any disbursements or payments which Lender makes or may be obligated to make under any Set Aside Letter, whether made directly to the Surety, Obligee, or to others for completion of all or part of the Bonded Work, shall be deemed a disbursement under this Agreement to or for the benefit or account of Borrower; (d) BORROWER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER FROM ANY CLAIM, DEMAND, CAUSE OF ACTION, DAMAGE, LOSS OR LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY COURT COSTS AND ATTORNEYS' FEES AND EXPENSES, WHICH LENDER MAY SUFFER OR INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF ITS ISSUANCE OF OR COMPLIANCE WITH ANY REQUESTED SET ASIDE LETTER. BORROWER SHALL PAY ANY INDEBTEDNESS ARISING UNDER THIS INDEMNITY TO LENDER IMMEDIATELY UPON DEMAND OF LENDER. BORROWER'S DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER HEREUNDER SHALL SURVIVE THE RELEASE AND CANCELLATION OF THE NOTE AND THE FULL OR PARTIAL RELEASE OR RECONVEYANCE OF THE DEED OF TRUST OR OTHER LOAN DOCUMENTS; (e) Lender shall have no obligation to release any collateral or security under the Loan Documents unless and until Lender has received a full and final written release of its obligations under each Set Aside Letter; and (f) Lender is not obligated to issue any Set Aside Letter and may refuse to do so in Lender's sole and absolute discretion, excepting only the following Set Aside Letters: None.

Set Aside Letters. If, at Borrower's ’s request, Lender Bondowner Representative issues any letter or letters ("“Set Aside Letter"”) to any governmental agency ("“Obligee"”) or bonding company ("“Surety"”) whereby Lender Bondowner Representative agrees to allocate Loan proceeds for the construction of off-site, common area, or other improvements required by any governmental agency or for which bonds may be required ("“Bonded Work"”) in connection with the development of the Property, Borrower represents, warrants, covenants and agrees as follows: (a) The sum which Borrower requests Lender Bondowner Representative to allocate for the Bonded Work shall be sufficient to pay for the construction and completion cost of the Bonded Work in accordance with any agreement between Borrower and Obligee or as may be required under the Project Entitlements, and a copy of such agreement shall be furnished to Lender Bondowner Representative by Borrower prior to and as a condition precedent to the issuance by Lender Bondowner Representative of any Set Aside Letter; (b) Lender Bondowner Representative is irrevocably and unconditionally authorized to disburse to the Obligee or Surety all or any portion of said allocated Loan proceeds upon a demand of such Surety or Obligee made in accordance with the terms and conditions of the Set Aside Letter; (c) Any disbursements or payments which Lender Bondowner Representative makes or may be obligated to make under any Set Aside Letter, whether made directly to the Surety, Obligee, or to others for completion of all or part of the Bonded Work, shall be deemed a disbursement under this Loan Agreement to or for the benefit or account of Borrower; (d) BORROWER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER BONDOWNER REPRESENTATIVE FROM ANY CLAIM, DEMAND, CAUSE OF ACTION, DAMAGE, LOSS OR LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY COURT COSTS AND REASONABLE ATTORNEYS' ’ FEES AND EXPENSES, WHICH LENDER BONDOWNER REPRESENTATIVE MAY SUFFER OR INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF ITS ISSUANCE OF OR COMPLIANCE WITH ANY REQUESTED SET ASIDE LETTER, EXCEPT TO THE EXTENT ARISING FROM BONDOWNER REPRESENTATIVE’S GROSS NELIGENCE OR WILLFUL MISCONDUCT. BORROWER SHALL PAY ANY INDEBTEDNESS ARISING UNDER THIS INDEMNITY TO LENDER BONDOWNER REPRESENTATIVE IMMEDIATELY UPON DEMAND OF LENDERBONDOWNER REPRESENTATIVE. BORROWER'S ’S DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER BONDOWNER REPRESENTATIVE HEREUNDER SHALL SURVIVE THE RELEASE AND CANCELLATION OF THE NOTE AND THE FULL OR PARTIAL RELEASE OR RECONVEYANCE OF THE DEED OF TRUST OR OTHER LOAN DOCUMENTS; (e) Lender Bondowner Representative shall have no obligation to release any collateral or security under the Loan Documents unless and until Lender Bondowner Representative has received a full and final written release of its obligations under each Set Aside Letter; and (f) Lender is not obligated to issue any The fee for issuing each Set Aside Letter hereunder shall be one and may refuse to do so in Lender's sole and absolute discretion, excepting only one-half percent (1.50%) per annum of the following Set Aside Letters: NoneLetter amount.

Set Aside Letters. If, at Borrower's ’s request, Lender Bondowner Representative issues any letter or letters ("“Set Aside Letter"”) to any governmental agency ("“Obligee"”) or bonding company ("“Surety"”) whereby Lender Bondowner Representative agrees to allocate Loan proceeds for the construction of off-site, common area, or other improvements required by any governmental agency or for which bonds may be required ("“Bonded Work"”) in connection with the development of the Property, Borrower represents, warrants, covenants and agrees as follows: (a) The sum which Borrower Xxxxxxxx requests Lender Bondowner Representative to allocate for the Bonded Work shall be sufficient to pay for the construction and completion cost of the Bonded Work in accordance with any agreement between Borrower and Obligee or as may be required under the Project Entitlements, and a copy of such agreement shall be furnished to Lender Bondowner Representative by Borrower prior to and as a condition precedent to the issuance by Lender Bondowner Representative of any Set Aside Letter; (b) Lender Bondowner Representative is irrevocably and unconditionally authorized to disburse to the Obligee or Surety all or any portion of said allocated Loan proceeds upon a demand of such Surety or Obligee made in accordance with the terms and conditions of the Set Aside Letter; (c) Any disbursements or payments which Lender Bondowner Representative makes or may be obligated to make under any Set Aside Letter, whether made directly to the Surety, Obligee, or to others for completion of all or part of the Bonded Work, shall be deemed a disbursement under this Loan Agreement to or for the benefit or account of Borrower; (d) BORROWER XXXXXXXX SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER BONDOWNER REPRESENTATIVE FROM ANY CLAIM, DEMAND, CAUSE OF ACTION, DAMAGE, LOSS OR LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY COURT COSTS AND REASONABLE ATTORNEYS' ’ FEES AND EXPENSES, WHICH LENDER BONDOWNER REPRESENTATIVE MAY SUFFER OR INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF ITS ISSUANCE OF OR COMPLIANCE WITH ANY REQUESTED SET ASIDE LETTER. BORROWER SHALL PAY ANY INDEBTEDNESS ARISING UNDER THIS INDEMNITY TO LENDER BONDOWNER REPRESENTATIVE IMMEDIATELY UPON DEMAND OF LENDERBONDOWNER REPRESENTATIVE. BORROWER'S XXXXXXXX’S DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER BONDOWNER REPRESENTATIVE HEREUNDER SHALL SURVIVE THE RELEASE AND CANCELLATION OF THE NOTE AND THE FULL OR PARTIAL RELEASE OR RECONVEYANCE OF THE DEED OF TRUST OR OTHER LOAN DOCUMENTS; (e) Lender Bondowner Representative shall have no obligation to release any collateral or security under the Loan Documents unless and until Lender Bondowner Representative has received a full and final written release of its obligations under each Set Aside Letter; and (f) Lender is not obligated to issue any The fee for issuing each Set Aside Letter hereunder shall be one and may refuse to do so in Lender's sole and absolute discretion, excepting only one-half percent (1.50%) per annum of the following Set Aside Letters: NoneLetter amount.