Common use of The Letter of Credit Clause in Contracts

The Letter of Credit. (a) Except as otherwise set forth herein, the Master Servicer hereby covenants and agrees to exercise its best reasonable efforts to maintain or cause the Letter of Credit (or substitute credit enhancement), to be maintained to the extent and in the form and amount and for the purposes set forth in this Agreement. The Trustee shall draw on the Letter of Credit at the times and in the manner set forth herein and therein. (b) In the event that at any time the Letter of Credit remains outstanding the short-term unsecured debt obligations of the Letter of Credit Issuer are downgraded to "A-1" by Standard & Poor's, then, the Master Servicer shall promptly notify the Trustee of such downgrade and, within 60 days of such event, either (i) the Master Servicer shall obtain a replacement letter of credit or other form of credit enhancement in accordance with this Section 4.06(b). Prior to delivering any replacement letter of credit or other form of credit enhancement to the Trustee pursuant to this Section 4.06(b), the Master Servicer shall (i) obtain an Opinion of Counsel to the effect that such replacement letter of credit or alternative form of credit support will not adversely affect the classification of the Trust Fund as a grantor trust for federal income tax purposes and (ii) written confirmation from the Rating Agency that such replacement letter of credit or alternative form of credit enhancement would not have adversely affected the then-current rating assigned to the Certificates by such Rating Agency and deliver to the Trustee an Opinion of Counsel to the effect that such replacement letter of credit or alternative form of credit enhancement is a valid and legally binding obligation of the related letter of credit issuer or issuer of such alternate form of credit enhancement in accordance with its terms. Any replacement letter of credit shall be in generally the same form as the form of Letter of Credit attached as Exhibit B hereto, shall be issued by a Qualified Bank and the initial amount available to be drawn thereunder shall equal the amount remaining under the previous Letter of Credit. The cost of obtaining and maintaining any replacement letter of credit or alternative form of credit enhancement shall be borne by the Master Servicer. The Trustee acknowledges such grant and accepts the trusts under this Section 4.06 in accordance with the provisions hereof. (c) Upon receipt of a certificate of a Servicing Officer of the Master Servicer or the Company instructing the Trustee to reduce, modify or terminate the amounts available under the Letter of Credit in accordance with Section 3.13 and (i) in the case of a modification (but not a reduction or termination of the Letter of Credit), an Opinion of Counsel to the effect that any such modification of the Letter of Credit will not adversely affect the classification of the Trust Fund as a grantor trust for federal income tax purposes, and (ii) written confirmation from the Rating Agency to the effect that the then-current rating assigned to the Certificates by such Rating Agency will not be adversely affected by any such reduction, modification or termination, the Trustee shall reduce, modify or terminate the Letter of Credit pursuant to such instructions and Section 3.13 shall be deemed modified to the extent set forth in such instructions. (a) Upon receipt of each certificate of a Servicing Officer the Trustee will promptly notify the Letter of Credit Issuer of such reductions in the form of Annex C to the Letter of Credit. In addition, for purposes of reducing the amount available under the Letter of Credit, the Special Hazard Amount, the Fraud Loss Amount and the Bankruptcy Amount, as applicable, upon realization thereof, the Master Servicer shall notify the Trustee by means of an Officer's Certificate of any losses incurred by the Master Servicer in connection with any Mortgage Loan purchased pursuant to Section 3.13, separately identifying any such losses which would have been either Special Hazard Losses, Fraud Losses or Bankruptcy Losses, had the Mortgage Loan not been so purchased. Upon receipt of such an Officers' Certificate, the Trustee shall promptly notify the Letter of Credit Issuer of such reduction by delivering a certificate to the Letter of Credit Issuer substantially in the form of Annex C to the Letter of Credit. Upon receipt by the Trustee of such an Officers' Certificate, if the Letter of Credit remains outstanding, the Trustee shall request the reinstatement of the amount available under the Letter of Credit (and the Fraud Loss Amount, Bankruptcy Amount or Special Hazard Amount, if applicable) under the Letter of Credit in an amount equal to such recovered amount be delivering a certificate to the Letter of Credit Issuer substantially in the form of Annex B to the Letter of Credit. (d) Upon termination of the Trust Fund pursuant to Article IX or upon termination of the Letter of Credit pursuant to the terms of this Agreement (including a draw of the entire amount available under the Letter of Credit pursuant to Section 4.06(b)), the Trustee shall provide the Letter of Credit Issuer with a certificate of termination pursuant to the provisions of the Letter of Credit.

The Letter of Credit. (a) Except as otherwise set forth herein, the Master Servicer hereby covenants and agrees to exercise its best reasonable efforts to maintain or cause the Letter of Credit (or substitute credit enhancement), to be maintained to the extent and in the form and amount and for the purposes set forth in this Agreement. The Trustee shall draw on the Letter of Credit at the times and in the manner set forth herein and therein. (b) In the event that at any time the Letter of Credit remains outstanding the short-term unsecured debt obligations of the Letter of Credit Issuer are downgraded to "“A-1" ” by Standard & Poor's’s, then, the Master Servicer shall promptly notify the Trustee of such downgrade and, within 60 days of such event, either (i) the Master Servicer shall obtain a replacement letter of credit or other form of credit enhancement in accordance with this Section 4.06(b). Prior to delivering any replacement letter of credit or other form of credit enhancement to the Trustee pursuant to this Section 4.06(b), the Master Servicer shall (i) obtain an Opinion of Counsel to the effect that such replacement letter of credit or alternative form of credit support will not adversely affect the classification of the Trust Fund as a grantor trust for federal income tax purposes and (ii) written confirmation from the Rating Agency that such replacement letter of credit or alternative form of credit enhancement would not have adversely affected the then-current rating assigned to the Certificates by such Rating Agency and deliver to the Trustee an Opinion of Counsel to the effect that such replacement letter of credit or alternative form of credit enhancement is a valid and legally binding obligation of the related letter of credit issuer or issuer of such alternate form of credit enhancement in accordance with its terms. Any replacement letter of credit shall be in generally the same form as the form of Letter of Credit attached as Exhibit B hereto, shall be issued by a Qualified Bank and the initial amount available to be drawn thereunder shall equal the amount remaining under the previous Letter of Credit. The cost of obtaining and maintaining any replacement letter of credit or alternative form of credit enhancement shall be borne by the Master Servicer. The Trustee acknowledges such grant and accepts the trusts under this Section 4.06 in accordance with the provisions hereof. (c) Upon receipt of a certificate of a Servicing Officer of the Master Servicer or the Company Depositor instructing the Trustee to reduce, modify or terminate the amounts available under the Letter of Credit in accordance with Section 3.13 and (i) in the case of a modification (but not a reduction or termination of the Letter of Credit), an Opinion of Counsel to the effect that any such modification of the Letter of Credit will not adversely affect the classification of the Trust Fund as a grantor trust for federal income tax purposes, and (ii) written confirmation from the Rating Agency to the effect that the then-current rating assigned to the Certificates by such Rating Agency will not be adversely affected by any such reduction, modification or termination, the Trustee shall reduce, modify or terminate the Letter of Credit pursuant to such instructions and Section 3.13 shall be deemed modified to the extent set forth in such instructions. . On the Determination Date immediately following each anniversary of the Cut-off Date the Master Servicer shall provide the Trustee with a certificate of a Servicing Officer which sets forth the amounts, if any, by which the amount available under the Letter of Credit, the Bankruptcy Amount, the Fraud Loss Amount and the Special Hazard Amount are to be reduced in accordance with the definitions thereof. In addition, for purposes of reducing the amount available under the Letter of Credit, the Bankruptcy Amount, the Fraud Loss Amount and the Special Hazard Amount, as applicable, the Master Servicer shall notify the Trustee by means of a certificate of a Servicing Officer of any amounts deposited by the Master Servicer in the Certificate Account pursuant to Sections 3.11 (a), 3.12(b) and 3.20(a). Upon receipt of each certificate of a Servicing Officer the Trustee will promptly notify the Letter of Credit Issuer of such reductions in the form of Annex C to the Letter of Credit. In addition, for purposes of reducing the amount available under the Letter of Credit, the Special Hazard Amount, the Fraud Loss Amount and the Bankruptcy Amount, as applicable, upon realization thereof, the Master Servicer shall notify the Trustee by means of an Officer's ’s Certificate of any losses incurred by the Master Servicer in connection with any Mortgage Loan purchased pursuant to Section 3.13, separately identifying any such losses which would have been either Special Hazard Losses, Fraud Losses or Bankruptcy Losses, had the Mortgage Loan not been so purchased. Upon receipt of such an Officers' ’ Certificate, the Trustee shall promptly notify the Letter of Credit Issuer of such reduction by delivering a certificate to the Letter of Credit Issuer substantially in the form of Annex C to the Letter of Credit. Upon receipt by the Trustee of such an Officers' ’ Certificate, if the Letter of Credit remains outstanding, the Trustee shall request the reinstatement of the amount available under the Letter of Credit (and the Fraud Loss Amount, Bankruptcy Amount or Special Hazard Amount, if applicable) under the Letter of Credit in an amount equal to such recovered amount be delivering a certificate to the Letter of Credit Issuer substantially in the form of Annex B to the Letter of Credit. (d) Upon termination of the Trust Fund pursuant to Article IX or upon termination of the Letter of Credit pursuant to the terms of this Agreement (including a draw of the entire amount available under the Letter of Credit pursuant to Section 4.06(b)), the Trustee shall provide the Letter of Credit Issuer with a certificate of termination pursuant to the provisions of the Letter of Credit.

The Letter of Credit. (a) Except as otherwise set forth herein, the Master Servicer hereby covenants and agrees to exercise its best reasonable efforts to maintain or cause the Letter of Credit (or substitute credit enhancement), to be maintained to the extent and in the form and amount and for the purposes set forth in this Agreement. The Trustee shall draw on the Letter of Credit at the times and in the manner set forth herein and therein. (b) In the event that at any time the Letter of Credit remains outstanding the short-short- term unsecured debt obligations of the Letter of Credit Issuer are downgraded to "A-1" by Standard & Poor's, then, the Master Servicer shall promptly notify the Trustee of such downgrade and, within 60 days of such event, either (i) the Master Servicer shall obtain a replacement letter of credit or other form of credit enhancement in accordance with this Section 4.06(b). Prior to delivering any replacement letter of credit or other form of credit enhancement to the Trustee pursuant to this Section 4.06(b), the Master Servicer shall (i) obtain an Opinion of Counsel to the effect that such replacement letter of credit or alternative form of credit support will not adversely affect the classification of the Trust Fund as a grantor trust for federal income tax purposes and (ii) written confirmation from the Rating Agency that such replacement letter of credit or alternative form of credit enhancement would not have adversely affected the then-then- current rating assigned to the Certificates by such Rating Agency and deliver to the Trustee an Opinion of Counsel to the effect that such replacement letter of credit or alternative form of credit enhancement is a valid and legally binding obligation of the related letter of credit issuer or issuer of such alternate form of credit enhancement in accordance with its terms. Any replacement letter of credit shall be in generally the same form as the form of Letter of Credit attached as Exhibit B hereto, shall be issued by a Qualified Bank and the initial amount available to be drawn thereunder shall equal the amount remaining under the previous Letter of Credit. The cost of obtaining and maintaining any replacement letter of credit or alternative form of credit enhancement shall be borne by the Master Servicer. The Trustee acknowledges such grant and accepts the trusts under this Section 4.06 in accordance with the provisions hereof. (c) Upon receipt of a certificate of a Servicing Officer of the Master Servicer or the Company instructing the Trustee to reduce, modify or terminate the amounts available under the Letter of Credit in accordance with Section 3.13 and (i) in the case of a modification (but not a reduction or termination of the Letter of Credit), an Opinion of Counsel to the effect that any such modification of the Letter of Credit will not adversely affect the classification of the Trust Fund as a grantor trust for federal income tax purposes, and (ii) written confirmation from the Rating Agency to the effect that the then-current rating assigned to the Certificates by such Rating Agency will not be adversely affected by any such reduction, modification or termination, the Trustee shall reduce, modify or terminate the Letter of Credit pursuant to such instructions and Section 3.13 shall be deemed modified to the extent set forth in such instructions. (a) Upon receipt of each certificate of a Servicing Officer the Trustee will promptly notify the Letter of Credit Issuer of such reductions in the form of Annex C to the Letter of Credit. In addition, for purposes of reducing the amount available under the Letter of Credit, the Special Hazard Amount, the Fraud Loss Amount and the Bankruptcy Amount, as applicable, upon realization thereof, the Master Servicer shall notify the Trustee by means of an Officer's Certificate of any losses incurred by the Master Servicer in connection with any Mortgage Loan purchased pursuant to Section 3.13, separately identifying any such losses which would have been either Special Hazard Losses, Fraud Losses or Bankruptcy Losses, had the Mortgage Loan not been so purchased. Upon receipt of such an Officers' Certificate, the Trustee shall promptly notify the Letter of Credit Issuer of such reduction by delivering a certificate to the Letter of Credit Issuer substantially in the form of Annex C to the Letter of Credit. Upon receipt by the Trustee of such an Officers' Certificate, if the Letter of Credit remains outstanding, the Trustee shall request the reinstatement of the amount available under the Letter of Credit (and the Fraud Loss Amount, Bankruptcy Amount or Special Hazard Amount, if applicable) under the Letter of Credit in an amount equal to such recovered amount be delivering a certificate to the Letter of Credit Issuer substantially in the form of Annex B to the Letter of Credit. (d) Upon termination of the Trust Fund pursuant to Article IX or upon termination of the Letter of Credit pursuant to the terms of this Agreement (including a draw of the entire amount available under the Letter of Credit pursuant to Section 4.06(b)), the Trustee shall provide the Letter of Credit Issuer with a certificate of termination pursuant to the provisions of the Letter of Credit.