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
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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 7.4 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.
VIII.
DEFAULTS
Section 8.1
Event of Default.
(A)
EACH OF THE FOLLOWING EVENTS SHALL
CONSTITUTE AN EVENT OF DEFAULT HEREUNDER (AN "EVENT OF DEFAULT"):
(I)
IF (I) BORROWER SHALL FAIL TO MAKE ANY
PAYMENT OF INTEREST OR PRINCIPAL OR DEFAULT INTEREST REQUIRED HEREUNDER OR THE
MONTHLY ESCROW OR RESERVE DEPOSITS REQUIRED HEREUNDER OR UNDER THE OTHER LOAN
DOCUMENTS, AND SUCH FAILURE SHALL CONTINUE FOR MORE THAN FIVE (5) DAYS FROM THE
DATE SUCH PAYMENT WAS DUE, (II) THE LATE CHARGES REQUIRED UNDER SECTION 2.2.7
HEREOF ARE NOT PAID WHEN DUE OR (III) ANY PORTION OF THE DEBT IS NOT PAID ON THE
MATURITY DATE;
(II)
IF