Common use of Letter of Credit Clause in Contracts

Letter of Credit. (A) Lessee shall deliver to Lessor and maintain an irrevocable Letter of Credit in the form attached hereto as Exhibit D running in favor of Lessor issued by a bank reasonably approved by Lessor, in an amount equal to One and One-Half times the then current Annual Base Rent. The Letter of Credit shall be irrevocable for the term thereof and shall provide that it is automatically renewable for a period ending not earlier than sixty (60) days after the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right not to renew said Letter of Credit on written notice to Lessor not less than sixty (60) days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace the Letter of Credit shall be an immediate event of default without notice and opportunity to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contrary.

Letter of Credit. On any Disclosure Date (A) Lessee as defined in the Notes), the Company shall deliver to Lessor and maintain obtain an irrevocable letter of credit (the "Letter of Credit"), in the amount of $5,000,000 issued in favor of Castlerigg (the "LC Agent") by a bank acceptable to such LC Agent (the "Letter of Credit Bank") and in form and substance acceptable to such LC Agent. Subject to the form attached hereto as Exhibit D running in favor last three sentences of Lessor issued by a bank reasonably approved by Lessorthis Section 4(r), in an amount equal to One and One-Half times the then current Annual Base Rent. The Letter of Credit shall be irrevocable for the term thereof and shall provide that it is automatically renewable for a period ending expire not earlier than sixty (60) 91 days after the expiration Maturity Date of the term thereby demised without any action whatsoever on Notes (the part "LC Expiration Date"). Upon the occurrence and during the continuance of an Event of Default under (and as defined in) the Lessor; provided that Notes, the issuing bank LC Agent shall have be entitled to draw under the right not to renew said Letter of Credit for the full Letter of Credit Amount (as defined in the Notes) then available thereunder, it being understood that the LC Agent shall act for the benefit of the Buyers on a pro rata basis based on the principal amount of the Notes held by each of the Buyers and hold such amount as collateral security for the obligations under the Notes for the benefit of the Buyers. The Company shall obtain such renewals, extensions or replacements of the Letter of Credit as necessary to ensure that the Letter of Credit shall not expire prior to the LC Expiration Date (unless the Letter of Credit shall have been reduced to zero in accordance with the terms contained in this Section 4(r) prior to such date). If, at any time, the Company cannot obtain a renewal, extension or replacement of the Letter of Credit such that the Letter of Credit will expire prior to the LC Expiration Date (a "Withdrawal Event"), the Company and the Letter of Credit Bank shall each give the LC Agent written notice to Lessor not less than sixty of the occurrence of a Withdrawal Event at least forty-five (6045) days prior to the expiration of the then current term thereof (it being understood, however, that the privilege expiration date of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit. Following a Withdrawal Event, Lessee the LC Agent shall replace said Letter of Credit at least 30 days prior be entitled to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace draw down the Letter of Credit shall be an immediate event of default without notice and opportunity to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the Letter of Credit Amount in its entirety, notwithstanding anything in this Lease to entirety (whether or not an Event of Default shall have occurred or be continuing under any of the contraryNotes) and hold such amount as collateral security for the obligations under the Notes for the benefit of the Buyers.

Letter of Credit. As used in this Lease, the term "Letter of Credit" shall mean an unconditional and irrevocable letter of credit issued by a federally-insured banking institution acceptable to Landlord (Athe "Letter of Credit") Lessee in the face amount of One Million and No/100 Dollars ($1,000,000.00) in the form and substance acceptable to Landlord, which shall deliver to Lessor and maintain an irrevocable be held by Landlord as the Security Deposit in accordance with the provisions of this Section 20. If the Letter of Credit in the form attached hereto as Exhibit D running in favor (or any replacement thereof) is issued for an effective period of Lessor issued by a bank reasonably approved by Lessor, in an amount equal to One and One-Half times the then current Annual Base Rent. The Letter of Credit shall be irrevocable for the term thereof and shall provide that it is automatically renewable for a period ending not earlier than sixty (60) days after the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right not to renew said Letter of Credit on written notice to Lessor not time less than sixty the seven (607) year initial Term of this Lease, Tenant shall from time to time, and not later than thirty (30) days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall notCredit, in any event, diminish the obligation of Lessee to maintain replace each such irrevocable expiring Letter of Credit with Lessor through a new Letter of Credit in the date which is sixty same amount (60subject to the reduction referenced in Section 20.D below), and upon the same terms and conditions as the expiring Letter of Credit. The Letter of Credit (and any replacement thereof) days after may be drawn upon by Landlord under the expiration terms and conditions as provided in this Section 20. Failure of the term hereby demised.) If the issuing bank shall give notice of its intent not Tenant to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 thirty (30) days prior to its expiration shall constitute an Event of Default under this Lease and shall entitle Landlord, in addition to the stated expiration of other remedies contained in this Lease, and without any further notice to Tenant, to draw upon the existing Letter of Credit. Lessee's failure If for any reason Landlord shall have failed to so replace draw upon the Letter of Credit prior to its expiration (or if the issuer shall be an immediate event have been rendered unable to honor such draw request for any reason, including due to governmental regulatory intervention or financial deterioration), Tenant shall immediately upon demand from Landlord, deliver to Landlord a replacement Letter of default without notice and opportunity to cure, occasioning Credit in the right of Lessor or any or its successor's and assigns to draw down on same amount as the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contrarythat had expired (or had been rendered incapable of being honored).

Letter of Credit. At the Closing, Middleby shall cause to be delivered to the Landlord a letter of credit in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars (A) Lessee shall deliver to Lessor and maintain an irrevocable $2,125,000.00)], substantially in the form of Exhibit C, attached hereto, issued by Bank of America, N.A. (the “Letter of Credit”). The amount of the Letter of Credit may be reduced from time to time by Middleby (with the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the form attached hereto as Exhibit D running in favor of Lessor issued Note balance resulting from scheduled and unscheduled payments on the Note by a bank reasonably approved by Lessor, in an amount equal to One and One-Half times the then current Annual Base RentMiddleby. The Letter of Credit shall be irrevocable for a term of not less than one (1) year, shall allow for automatic one year extensions of the term thereof and shall provide that contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it is automatically renewable for a period ending not earlier than sixty to extend the term of the Letter of Credit. If the term of the Letter of Credit expires prior to the date forty-five (6045) days after the expiration maturity date of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank Note, Middleby shall have the right not to renew said provide a replacement Letter of Credit on written notice to Lessor not less than sixty fifteen (6015) days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall be an immediate have the right, if any such event of default without notice and opportunity is continuing, to cure, occasioning the right of Lessor or any or its successor's and assigns to immediately draw down on the Letter of Credit in its entiretyfor the outstanding principal balance, notwithstanding anything in this Lease any accrued interest, and any other amounts due pursuant to the contraryNote; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such draw.

Letter of Credit. (Aa) Lessee Within five (5) days after Tenant’s execution and delivery of this Lease, Tenant shall deliver deposit with Landlord a clean, irrevocable and unconditional letter of credit payable at sight in a form acceptable to Lessor and maintain an irrevocable Landlord in its reasonable discretion (“Letter of Credit in the form attached hereto as Exhibit D running in favor of Lessor Credit”) issued by a bank reasonably or financial institution and branch, all approved by LessorLandlord in its reasonable discretion (the “Bank”) in favor of Landlord, in an the amount equal of Five Million Dollars ($5,000,000.00) as security for the faithful performance and observance by Tenant of the terms, conditions and provisions of this Lease, including the surrender of possession of the Premises to One and One-Half times the then current Annual Base RentLandlord as herein provided. The Letter of Credit shall be irrevocable for the have a term thereof and shall provide that it is automatically renewable for a period ending not earlier which expires no sooner than sixty (60) days after the expiration Expiration Date, or Tenant may deliver a one (1) year unconditional and irrevocable Letter of Credit which by its terms automatically, for the remainder of the term thereby demised without any action whatsoever on Term, renews for successive one (1) year periods unless the part Bank provides no less than thirty (30) days’ written notice to Landlord that such Letter of the Lessor; provided that the issuing bank Credit shall not be renewed, in which event Landlord shall have the right not to renew said draw down the entire amount of the Letter of Credit on written notice to Lessor not less than sixty unless Tenant substitutes, at least ten (6010) business days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said a new Letter of Credit at least 30 days prior to which meets the stated expiration requirements of this Paragraph 7. Landlord hereby approves Silicon Valley Bank as an acceptable Bank for the issuance of the existing initial Letter of Credit. Lessee's failure , subject to so replace the Letter of Credit shall be an immediate event of default without notice and opportunity to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contraryParagraph 7(d) below.

Letter of Credit. (A) Lessee shall Buyer may elect to deliver the Deposit to Lessor and maintain an irrevocable Letter of Credit Sellers in cash or in the form attached hereto as Exhibit D running of an irrevocable, standby letter of credit for the same amount (the "Deposit L/C"). The Deposit L/C shall be (a) in a form reasonably acceptable to Sellers, (b) issued in favor of Lessor Seller under this Agreement and (c) issued by a bank that has a long-term unsecured debt rating as of the date of issuance of at least A+ by Standard & Poor's Rating Information Services and A1 by Xxxxx'x Investors Service and that is otherwise reasonably approved by Lessor, in an amount equal satisfactory to One and One-Half times the then current Annual Base RentSellers. The Letter Deposit L/C (and any replacement thereof furnished in accordance with this Section 3.4.2) shall have an expiration date no earlier than the first anniversary of Credit shall be irrevocable for the term date of issuance thereof and shall provide that it is be automatically renewable for a period ending not earlier than sixty (60) days after the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right renewed from year to year unless stated not to renew said Letter of Credit on be so renewed by the issuer thereof in a written notice given to Lessor the Sellers not less than sixty 30 days prior to the expiration thereof. In the event of the termination of the Deposit L/C (60) and any replacement thereof furnished in accordance with the provisions of this Section 3.4.2), Buyer shall deliver to Sellers a replacement letter or letters of credit in lieu thereof no later than 30 days prior to the expiration of the then current term thereof (it being understood, however, that the privilege preceding letter of credit. If Buyer shall fail to obtain any replacement of the issuing bank not to renew said Letter Deposit L/C (and/or any replacement thereof furnished in accordance with the provisions of Credit this Section 3.4.2), then Sellers shall not, in any event, diminish draw down the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration full amount of the existing Letter Deposit L/C and retain the same as security for the covenants, agreements and obligations of CreditBuyer under this Agreement. Lessee's failure to so replace the Letter Any replacement of Credit any Deposit L/C shall be in a form reasonably acceptable to Sellers. Buyer acknowledges that Sellers have agreed to accept the Deposit L/C in lieu of a cash down payment against the Purchase Price solely as an immediate accommodation to Buyer. Buyer acknowledges that, in the event Buyer elects to provide a Deposit L/C in lieu of default without notice and opportunity a cash Deposit, Buyer shall not be entitled to cure, occasioning interest at the right Applicable Rate as provided in Section 3.4.1 of Lessor or any or its successor's and assigns to draw down on the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contraryAgreement.

Letter of Credit. (A) Lessee shall deliver to Lessor Landlord requires that Tenant tender an unconditional, irrevocable letter of credit in a form and maintain an irrevocable Letter of Credit in the form attached hereto as Exhibit D running in favor of Lessor issued by a bank reasonably approved and in a form acceptable to Landlord (“Letter of Credit”) upon Tenant’s execution of this Lease. The amount of the Letter of Credit shall be that amount set forth in Article I. The Letter of Credit shall be held by Lessor, Landlord during the Term in an amount equal to One and One-Half times accordance with the then current Annual Base Rentprovisions of this Section 31.1. The Letter of Credit shall be irrevocable for the term thereof one (1) year and shall provide that it is automatically renewable for a period one (1) year periods ending not earlier than sixty (60) days after the expiration of the term thereby demised Term without any action whatsoever on the part of the LessorLandlord; provided that the issuing bank shall have the right not to renew said Letter of Credit on written notice to Lessor Landlord not less than sixty (60) days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee Tenant to maintain such irrevocable Letter of Credit with Lessor Landlord through the date which is sixty (60) days after the expiration date of such notice). In the term hereby demised.) If event the issuing bank shall give notice of its intent elects not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 Tenant shall, not less than thirty (30) days prior to the stated expiration of the existing then current term of the Letter of Credit, either provide Landlord with a substitute letter of credit which meets all of the criteria contained herein. Lessee's failure In the event that Tenant fails to so replace the Letter of Credit do so, it shall be an immediate event Event of default Default and Landlord may immediately, and without notice and opportunity to cureTenant, occasioning the right of Lessor or any or its successor's and assigns to draw down on the Letter of Credit in its entirety, notwithstanding anything in this Lease to and retain the contrary.proceeds thereof. ​

Letter of Credit. (A) Lessee Prior to execution of this Amendment to Sublease, Sublessee shall deliver to Lessor and maintain Sublessor an irrevocable Letter of Credit in the form attached hereto as Exhibit D running in favor amount of Lessor issued by a bank reasonably approved by Lessorfour million dollars ($4,000,000) acceptable to Sublessor, in an amount equal to One its sole discretion. Annually, on the first day of March (commencing March 1, 2003) and One-Half times provided that Sublessee is not then in breach of the then current Annual Base Rent. The Sublease and has not been in breach of the Sublease over the past year, the Letter of Credit shall be irrevocable for the term thereof and reduced as follows: on March 1, 2003 to $2,800,000; on March 1, 2004 to $1,300,000. Such Letter of Credit shall provide that it is automatically renewable for a period ending not earlier than sixty remain in force until at least thirty (6030) days after the expiration of the term thereby demised without of this Sublease. The term “Letter of Credit” shall include any action whatsoever on the part replacement or renewal Letter of Credit. Upon issuance of the Lessor; provided that the issuing bank shall have the right not to renew said Letter of Credit on to Sublessor, Sublessor may draw against the Letter of Credit if (a) Sublessee is in default of any term, provision, covenant or condition of this sublease, provided that Sublessor has given written notice to Lessor Sublessee under the terms of this sublease and the applicable period of cure (if any) under this sublease for such default has expired and the default of Sublessee has not less been cured or (b) Sublessee shall fail to deliver or cause to be delivered to Sublessor any renewal or replacement Letter of Credit required under this Paragraph 5 not later than sixty thirty (6030) days prior to the date of expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace the Letter of Credit shall be an immediate event of default without notice and opportunity to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contrarythen held by Sublessor.

Letter of Credit. In lieu of the requirement that all Excess Cash Flow be paid to Lender as provided in Section 3.5.1, Borrower may deposit with Lender on October 15, 2010, as additional security for the repayment of the Loan, an unconditional, irrevocable letter of credit with a face available amount of $1,500,000.00 issued for the benefit of Lender by a Rated Financial Institution, in form and substance satisfactory to Lender, in Lender’s sole discretion, and having an expiration date not earlier than one year following its issuance date (A) Lessee shall deliver to Lessor and maintain an irrevocable as such letter of credit, may be renewed, extended, or replaced, the “Letter of Credit in the form attached hereto as Exhibit D running in favor of Lessor issued by a bank reasonably approved by Lessor, in an amount equal to One and One-Half times the then current Annual Base RentCredit”). The Letter of Credit shall be irrevocable for the term thereof and shall provide that it is shall renew automatically renewable for a period ending consecutive terms of not earlier less than sixty (60) one year each, unless the issuer thereof provides Lender with written notice not less than 90 days after the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided prior expiry date that the issuing bank shall have the right not to renew said Letter of Credit on written will not be renewed. If such notice is provided to Lessor not less than sixty (60) days Lender, then Borrower shall, prior to the expiration 30th day before the expiry date of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said deliver to Lender a replacement Letter of Credit at least satisfying the terms of this Section. Lender is authorized to draw under the Letter of Credit: (i) upon of after an Event of Default, (ii) if fewer than 30 days remain prior to the stated expiration of expiry thereof and the existing same has not been renewed or replaced with cash or an new Letter of Credit, in each case conforming to the requirements of this Section 3.5, or (iii) at Borrower’s request. Lessee's failure In connection with a written request by Borrower to so replace draw on the Letter of Credit, Lender shall draw against the Letter of Credit shall be an immediate event within fifteen (15) days after the delivery by Borrower to Lender of default without notice a request therefor (but not more often than once per month and opportunity to curein increments of at least $5,000, occasioning the right of Lessor or any or its successor's and assigns to draw down on provided the Letter of Credit permits partial draws thereunder) and deposit the same into the Rollover Reserve Subaccount to be disbursed to pay Approved Leasing Expenses for the T-Mobile Property in its entirety, notwithstanding anything in this Lease to accordance with the contraryterms and conditions of Section 3.5.1.

Letter of Credit. (A) Lessee At the First Closing, Seller shall deliver provide to Lessor and maintain Buyer an irrevocable letter of credit in a form acceptable to Buyer, from a nationally recognized financial institution reasonably acceptable to Buyer, in the amount of $430,000 (the "Letter of Credit Credit") to reimburse Buyer for any Damages (hereinafter defined) incurred by Buyer as set forth in the form attached hereto as Exhibit D running in favor of Lessor issued by a bank reasonably approved by Lessor, in an amount equal to One and One-Half times the then current Annual Base RentArticle IX hereof. The Letter of Credit shall be irrevocable for effective as of the term thereof First Closing Date and shall provide that it is automatically renewable be continuously in effect for a period ending not earlier than sixty of one (601) year and forty (40) days after the expiration Second Closing Date, and permit Buyer to unilaterally withdraw sums for Damages incurred by Buyer and which are indemnified pursuant to Article IX of this Agreement, by presenting the term thereby demised without any action whatsoever on the part original Letter of the Lessor; provided that Credit to the issuing bank shall have accompanied by a letter signed by a representative of Buyer which states "The undersigned are entitled to draw upon this letter of credit pursuant to that certain agreement dated March ____, 1998 by and among Packaged Ice Southeast, Inc., S. Keitx Xxxxx xxx Annix Xxx Xxxxx (xxe "Asset Purchase Agreement")." If the right Second Closing has not occurred by April 15, 1998, Seller agrees to renew said or replace the Letter of Credit on written notice for a like term by March 22, 1999, and if Seller has not provided such renewal or replacement Letter of Credit by March 22, 1999, Buyer is entitled to Lessor draw the entire amount of the Letter of Credit. If any Damages which are indemnifiable by Seller have not less than sixty been paid or are not finally determined at May 14, 1999, then Seller shall cause a renewal or replacement Letter of Credit to be delivered to Buyer ten (6010) days prior to the expiration of the then current term thereof (it being understoodLetter of Credit, however, that the privilege of which will entitle Buyer to draw upon the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty until ten (6010) days after such dispute is finally determined. If such replacement letter is not provided by the ten (10) day period before the expiration of the term hereby demised.) If then current Letter of Credit, then Buyer shall be entitled to draw the issuing bank shall give notice entire amount of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace the Letter of Credit shall be an immediate event of default without notice and opportunity to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contrary.

Letter of Credit. A. Tenant has deposited with Owner, a the time of the execution and delivery of this Lease, an unconditional, irrevocable letter of credit issued by United Jersey Bank (A) Lessee shall deliver referred to Lessor and maintain an irrevocable Letter of Credit in as the form attached hereto as Exhibit D running "Bank"), in favor of Lessor Owner, in the sum of TWENTY-SIX THOUSAND TWO HUNDRED FIFTY AND 00/100 ($26,250.00) DOLLARS in funds available immediately or same day funds in the City of New York, as security for the faithful observance and performance by Tenant of the terms, covenants and conditions or this Lease on Tenant's part to be observed and performed. Such letter of credit is for a term of not less than one (1) year which term shall be automatically renewed for successive on (1) year terms, unless the Bank gives not less than on hundred twenty (120) days prior written notice that it will not so renew the letter of credit for such successive term and the last term of the letter of credit shall end not less than sixty (60 days after the Expiration Date. If such letter of credit is not automatically renewed as aforesaid, Tenant agrees to cause the Bank to renew such letter of credit, from time to time, during the Demised Term, at least ninety (90) days prior to the expiration of said letter of credit or any renewal or replacement, upon the same terms and conditions. In the event of any transfer of said letter of credit pursuant to Section 35.05, and notice of such transfer to Tenant, Tenant, within twenty (20) days thereafter, shall cause a new letter of credit to be issued by a bank reasonably approved by Lessorsaid Bank to the tranferee, upon the same terms and conditions, in an amount equal replacement of the letter of credit to One transferred and One-Half times Owner agrees that, simultaneously with the then current Annual Base Rentdelivery of such new letter of credit, it will return to said Bank the letter of credit being replaced. The letter of credit deposited hereunder, and all renewals and replacements, are referred to, collectively, as the "Letter of Credit". The Letter of Credit shall be irrevocable held in trust by Owner for the term thereof purposes set forth in this Article and shall provide that it is automatically renewable not be transferred except for transfer (a) to an agent for collection, or (b) pursuant to the provisions of Section 35.05. In the event Tenant defaults beyond any applicable grace period hereunder in the performance of its obligations to issue a period ending not earlier than sixty (60) days after the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right not to renew said replacement Letter of Credit on written notice Credit, or in the observance or performance of Tenant's agreement to Lessor not less than sixty (60) days prior to cause the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not Bank to renew the Letter of Credit, Lessee in addition to all rights and remedies which Owner may have under this Lease or at law, shall replace said Letter of Credit at least 30 days prior have the right to require the stated expiration Bank to make payment to Owner of the existing entire sum of TWENTY-SIX THOUSAND TWO HUNDRED FIFTY AND 00/100 ($26,250.00) DOLLARS or the undrawn portion thereof, as the case may be, represented by the Letter of Credit, which sum shall be held by Owner as Cash Security (as said term is hereinafter defined) in the same manner as if said sum had been deposited with Owner pursuant to the provisions of Subsection B of this Section. LesseeOf said payment of the entire sum of TWENTY-SIX THOUSAND TWO HUNDRED FIFTY AND 00/100 ($26,250.00) DOLLARS is made to Owner by reason of Tenant's failure to so renew or replace the Letter of Credit in accordance with the foregoing provisions of this Subsection, such default by Tenant shall be an immediate event of default without notice and opportunity to curedeemed cured by such payment, occasioning with the effect that Owner shall not have the right to terminate this Lease or the term hereof by reason of Lessor such default, but the foregoing provision shall not apply to any other default under this Lease. The Letter of Credit provides for partial drawings. In the event Tenant defaults in the payment when due of an installment of Fixed Rent or in the payment when due of any additional rent and such default shall continue for a period of ten (10) days after notice by Owner to Tenant of such default or if this Lease and the Demised Term shall expire and come to an end as provided in Article 16 or by or under any summary proceeding or any other action or its successor's proceeding, or if Owner shall re0enter the Demised Premises as provided in Article 17, or by or under any summary proceeding or any other action or proceeding, then Owner, in addition to all rights and assigns remedies which Owner may have under this Lease or at law, may from time to time, draw down on the Letter of Credit in its entiretyone or more drawings for the amount of any Fixed Rent or additional rent then due and for any amount then due and payable to Owner under Article 18 or Article 19. In the event of a partial drawing, notwithstanding anything as provided in this Lease the immediately preceding sentence, Tenant shall, within five (5) days after demand, cause the Bank to issue an amendment to the contrary.Letter of Credit restoring the amount available thereunder to TWENTY-SIX THOUSAND TWO HUNDRED FIFTY AND 00/100 ($26,250.00)

Letter of Credit. (A) Notwithstanding anything herein to the contrary, upon execution of this Lease, Lessee shall deliver to Lessor and maintain an irrevocable Letter of Credit the Security Deposit hereunder in the form attached hereto as Exhibit D running of cash or a letter of credit in favor of Lessor issued by a bank reasonably approved by Lessorthe face amount set forth in the Basic Lease Information, in an amount equal to One and One-Half times the then current Annual Base Rent. The provided that any Letter of Credit shall be irrevocable for in accordance with the term thereof and shall provide that it is automatically renewable for a period ending not earlier than sixty following: (60a) days after the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right not to renew said Letter of Credit (i) shall be an irrevocable, standby letter of credit due on written notice sight without further conditions (provided that, as between Lessor and Lessee, Lessor shall draw on such Letter of Credit only to the extent it is permitted to apply the Security Deposit as provided in Section 5.1), and (ii) shall be issued by a reputable financial institution reasonably acceptable to Lessor, (b) if the expiration date of the Letter of Credit occurs prior to the end of the Lease Term, then Lessee must provide Lessor not less than sixty with a replacement letter of credit (60that complies with this Section) at least fifteen (15) business days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit then on deposit with Lessor through (failing which Lessor shall be entitled to draw on the date which is sixty (60) days after the expiration full amount of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace the Letter of Credit currently on deposit and convert it to cash and hold and apply the same as the Security Deposit pursuant to Section 5.1, except that Lessee shall be an immediate event of default without notice and opportunity entitled thereafter to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the replace such cash Security Deposit with a Letter of Credit that complies with this Section 5.3), and (c) upon receipt of such Letter of Credit (or any replacement Letter of Credit) that complies with this Section, Lessor shall refund Lessee any cash Security Deposit (or other letter of credit) theretofore posted by Lessee hereunder that has not been applied by Lessor as permitted in its entiretySection 5.1. If Lessee initially deposits cash as a Security Deposit hereunder, notwithstanding anything then at any time thereafter when Lessee is not in default under this Lease to beyond applicable cure periods, Lessee may replace said cash deposit with a Letter of Credit that satisfies the contraryrequirements of this Section.

Letter of Credit. (A) Lessee shall deliver (1) Tenant has deposited with Owner, at the time of the execution and delivery of this Lease, an unconditional, irrevocable letter of credit issued by a lending institution acceptable to Lessor and maintain an irrevocable Letter of Credit in Owner (referred to as the form attached hereto as Exhibit D running "Bank"), in favor of Lessor issued by a bank reasonably approved by LessorOwner, in an amount equal the sum of TWO HUNDRED NINETY TWO THOUSAND NINE HUNDRED EIGHTY and 45/100 ($292,980.45) DOLLARS (referred to One as the "Security Amount") in funds available immediately or same day funds in the City of New York, as security for the faithful observance and One-Half times performance by Tenant of the then current Annual Base Rentterms, covenants and conditions of this Lease on Tenant's part to be observed and performed. The Letter Such letter of Credit credit is for a term of not less than one (1) year which term shall be irrevocable automatically renewed for successive one (1) year terms, unless the term thereof and shall provide Bank gives not less than one hundred twenty (120) days prior written notice that it is automatically renewable will not so renew the letter of credit for a period ending such successive term and the last term of the letter of credit shall end not earlier less than sixty (60) days after the expiration Expiration Date. If such letter of credit is not automatically renewed as aforesaid, Tenant agrees to cause the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right not Bank to renew said Letter such letter of Credit on written notice credit, from time to Lessor not less than sixty time, during the Demised Term, at least ninety (6090) days prior to the expiration of said letter of credit or any renewal or replacement, upon the then current term thereof same terms and conditions. In the event of any transfer of said letter of credit pursuant to Paragraph F, and notice of such transfer to Tenant, Tenant, within twenty (it being understood20) days thereafter, howevershall cause a new letter of credit to be issued by said Bank to the transferee, that upon the privilege same terms and conditions, in replacement of the issuing bank letter of credit so transferred and Owner agrees that, simultaneously with the delivery of such new letter of credit, it will return to said Bank the letter of credit being replaced. The letter of credit deposited hereunder, and all renewals and replacements, are referred to, collectively, as the "Letter of Credit". In amplification and not to renew said in limitation of the foregoing, the Letter of Credit shall not, in any event, diminish expressly provide that (i) the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty can be drawn down by presentation of a sight draft only without any other documents or statements, (60ii) days after the expiration of the term hereby demised.partial drawings are allowed and (iii) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace the Letter of Credit shall be an immediate event of default transferable by Owner, as beneficiary thereof, without notice restriction or limitation and opportunity to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contrarywith all fees paid by Tenant.

Letter of Credit. (A) Lessee shall Buyer may elect to deliver the Deposit to Lessor and maintain an irrevocable Letter of Credit Seller in cash or in the form attached hereto as Exhibit D running of an irrevocable, standby letter of credit for the same amount (the "Deposit L/C"). The Deposit L/C shall be (a) in a form reasonably acceptable to Seller, (b) issued in favor of Lessor Seller under this Agreement and (c) issued by a bank that has a long-term unsecured debt rating as of the date of issuance of at least A+ by Standard & Poor's Rating Information Services and A1 by Xxxxx'x Investors Service and that is otherwise reasonably approved by Lessor, in an amount equal satisfactory to One and One-Half times the then current Annual Base RentSeller. The Letter Deposit L/C (and any replacement thereof furnished in accordance with this Section 3.4.2) shall have an expiration date no earlier than the first anniversary of Credit shall be irrevocable for the term date of issuance thereof and shall provide that it is be automatically renewable for a period ending not earlier than sixty (60) days after the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right renewed from year to year unless stated not to renew said Letter of Credit on be so renewed by the issuer thereof in a written notice given to Lessor the Seller not less than sixty 30 days prior to the expiration thereof. In the event of the termination of the Deposit L/C (60) and any replacement thereof furnished in accordance with the provisions of this Section 3.4.2), Buyer shall deliver to Seller a replacement letter or letters of credit in lieu thereof no later than 30 days prior to the expiration of the then current term thereof (it being understood, however, that the privilege preceding letter of credit. If Buyer shall fail to obtain any replacement of the issuing bank not to renew said Letter Deposit L/C (and/or any replacement thereof furnished in accordance with the provisions of Credit this Section 3.4.2), then Seller shall not, in any event, diminish draw down the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration full amount of the existing Letter Deposit L/C and retain the same as security for the covenants, agreements and obligations of CreditBuyer under this Agreement. Lessee's failure to so replace the Letter Any replacement of Credit any Deposit L/C shall be in a form reasonably acceptable to Seller. Buyer acknowledges that Seller has agreed to accept the Deposit L/C in lieu of a cash down payment against the Purchase Price solely as an immediate accommodation to Buyer. Buyer acknowledges that, in the event Buyer elects to provide a Deposit L/C in lieu of default without notice and opportunity to curea cash Deposit, occasioning the right of Lessor or any or its successor's and assigns to Seller shall draw down on the Letter full amount of Credit the Deposit L/C at the Closing to be credited against the Base Purchase Price, and Buyer shall not be entitled to interest at the Applicable Rate as provided in its entirety, notwithstanding anything in Section 3.4.1 of this Lease to the contraryAgreement.

Letter of Credit. (ANotwithstanding anything contained in Subparagraph 4(b) Lessee shall deliver above to Lessor and maintain the contrary, the Xxxxxxx Money may be in the form of an irrevocable standby letter of credit (“Letter of Credit”) issued by an Approved Depository (the “Issuer”). Escrowee shall be the beneficiary under the Letter of Credit, and the Letter of Credit in the form attached hereto as Exhibit D running in favor of Lessor issued by a bank reasonably approved by Lessorshall expire no earlier than August 31, in an amount equal to One and One-Half times the then current Annual Base Rent2013. The Letter of Credit shall be irrevocable for the term thereof non-transferable, and shall provide permit Escrowee to present it to the Issuer for payment only if accompanied by a sworn certificate, executed by a representative of Seller, certifying that it Purchaser is automatically renewable for a period ending not earlier than sixty (60) days after in default under this Agreement and that Seller is, therefore, entitled to the expiration proceeds of the term thereby demised without any action whatsoever on the part Letter of Credit. Upon its receipt from Seller of the Lessorsworn certificate of Purchaser’s default, the Escrowee is hereby required to (i) notify Purchaser as provided in Paragraph 20 of this Agreement; provided and (ii) subject to the terms and notice requirements of the Escrow Agreement, including, but not limited to Section 3(A) of the Escrow Agreement addressing notice and objections, thereafter present the Letter of Credit to Issuer and deliver the proceeds thereof to Seller. Notwithstanding anything contained herein or in the Escrow Agreement to the contrary and irrespective of any contrary instructions from Purchaser, in the event that the issuing bank shall have the right not to renew said Letter of Credit on written notice to Lessor deposit with Escrowee is not less than sixty renewed or replaced by Purchaser at least thirty (6030) days prior to the its expiration of the then current term thereof (it being understooddate, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace the Letter of Credit shall be an immediate event presented by Escrowee to Issuer for payment and the proceeds thereof held in the Escrow in accordance with the terms of default without notice and opportunity to curethe Escrow Agreement. At any time, occasioning Purchaser shall have the right to deposit cash in the amount of Lessor or any or its successor's the Xxxxxxx Money with Escrow Agent, and assigns to draw down on Escrow Agent promptly after receipt of said cash deposit, shall return the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contraryPurchaser.

Letter of Credit. Buyer shall cause Bank (Aas defined below) Lessee shall to deliver to Lessor and maintain an irrevocable Seller, prior to Transfer of Possession, a standby letter of credit naming Seller as beneficiary (the “Letter of Credit”) that complies in all respects with the requirements of this Section 6.11 in the same amount as the Promissory Note (the “LOC Amount”). The Letter of Credit shall (a) be issued by Bank; (b) in form and substance approved by Seller (in substantially the form attached hereto as Exhibit D running I); (c) be irrevocable, unconditional and payable upon demand; (d) be maintained in favor of Lessor issued by effect until September 30, 2023 (“LOC Expiration Date”); (e) contain a bank reasonably approved by Lessorprovision that provides that, in an amount equal to One and One-Half times the then current Annual Base Rent. The event that the Maturity Date under the Promissory Date is extended or delayed for any reason, the Letter of Credit shall be irrevocable for the term thereof and shall provide that it is automatically renewable for a period ending not earlier than sixty (60) days after the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right not extended to renew said Letter of Credit on written notice to Lessor not no less than sixty (60) days prior following such extended or delayed Maturity Date ; (f) be fully assignable by Seller, its successors and assigns; (g) permit partial draws and multiple presentations and drawings; and in the event of default, Seller is entitled to draw balance of the LOC Amount. Subject to Seller’s confirmation (which shall not be unreasonably withheld) that Buyer has partially fulfilled its obligation to make installment payments pursuant to the expiration Promissory Note, Bank may, by issuance of amended Letter of Credit to Seller, reduce the then current term thereof (it being understoodLOC Amount accordingly following Bank’s standard procedures, provided, however, that at no time shall the privilege of LOC Amount be reduced below an amount equal to the issuing bank not to renew said Letter of Credit outstanding unpaid principal and interest balance under the Promissory Note. Buyer shall notpay all expenses, points and/or fees incurred in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew obtaining the Letter of Credit. The term “Bank” shall mean JPMORGAN CHASE BANK, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace the Letter of Credit shall be an immediate event of default without notice and opportunity to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contrary.N.A.

Letter of Credit. (A) Lessee shall deliver to Lessor Landlord requires that Tenant tender an unconditional, irrevocable letter of credit in a form and maintain an irrevocable Letter of Credit issued by a bank and in the form attached hereto as Exhibit D running "G" attached hereto ("Letter of Credit") upon Tenant's execution of this Lease. The amount of the Letter of Credit shall be that amount set forth in favor Article I. The Letter of Lessor issued Credit shall be held by a bank reasonably approved by Lessor, Landlord during the Term in an amount equal to One and One-Half times accordance with the then current Annual Base Rentprovisions of this Section 31.1. The Letter of Credit shall be irrevocable for the term thereof one (1) year and shall provide that it is automatically renewable for a period one (1) year periods ending not earlier than sixty (60) days after the expiration of the term thereby demised Term without any action whatsoever on the part of the LessorLandlord; provided that the issuing bank shall have the right not to renew said Letter of Credit on written notice to Lessor Landlord not less than sixty (60) days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee Tenant to maintain such irrevocable Letter of Credit with Lessor Landlord through the date which is sixty (60) days after the expiration date of such notice). In the term hereby demised.) If event the issuing bank shall give notice of its intent elects not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 Tenant shall, not less than thirty (30) days prior to the stated expiration of the existing then current term of the Letter of Credit, either provide Landlord with a substitute letter of credit which meets all of the criteria contained herein. Lessee's failure In the event that Tenant fails to so replace the Letter of Credit do so, it shall be an immediate event Event of default Default and Landlord may immediately, and without notice and opportunity to cureTenant, occasioning the right of Lessor or any or its successor's and assigns to draw down on the Letter of Credit and retain the proceeds thereof. In the event that Landlord draws upon the Letter of Credit after an Event of Default arising out of a failure to provide a renewed or replacement letter of credit as set forth herein, such Event of Default shall not be cured by such draw, nor shall such Event of Default be otherwise curable without the explicit prior written consent of the Landlord. Landlord does not have, and shall not have, any obligation to provide such consent. In addition, in its entiretythe event of a bankruptcy or insolvency proceeding by or against Tenant, notwithstanding anything in this Lease Landlord may draw the full amount available under the Letter of Credit for application against rent payments or other amounts then due and owing to the contraryLandlord or which may become due and owing to Landlord. Section 31.2. [Intentionally deleted.]

Letter of Credit. As an independent guarantee with CITY for the purpose of insuring APPLICANT’s completion and warranty of the Landscaping Improvements as set forth in “Exhibit A to Addendum 1,” attached hereto and incorporated herein by reference, APPLICANT hereby files an IRREVOCABLE LETTER OF CREDIT, (Aherein the "Letter of Credit"), numbered , issued by , a(n) Lessee shall deliver to Lessor and maintain an irrevocable Corporation, located (Issuer) (State) at ; , , (Issuer Address) (Issuer Telephone) (Issuer Facsimile) in the amount of $ , (the “Landscaping Guarantee”). (Letter of Credit in the form attached hereto as Exhibit D running in favor of Lessor issued by a bank reasonably approved by Lessor, in an amount equal to One and One-Half times the then current Annual Base Rent. Amount) The Letter of Credit shall be irrevocable for issued in favor of CITY to the term thereof account of APPLICANT, in an amount not less than 100% of the estimated cost of the Landscaping Improvements as set forth in “Exhibit A to Addendum 1,” attached hereto and incorporated herein by reference. The Landscaping Guarantee shall be in addition to, the Public Improvement Guarantee, and shall provide that it is automatically renewable for a period ending not earlier than sixty (60) days after the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided apply only to Landscaping Improvements. APPLICANT shall ensure that the issuing bank shall have the right not to renew said Letter of Credit on written notice to Lessor not less than shall contain the following provision: It is a condition of this Letter of Credit that it shall be deemed automatically extended without amendment for one (1) year from the present or any future expiration date unless at least sixty (60) days prior to the such expiration of the then current term thereof (it being understooddate CITY is notified by registered letter, howeverreturn receipt requested, or overnight courier service that the privilege of the issuing bank ISSUER elects not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace consider the Letter of Credit shall be an immediate event of default without notice and opportunity to cure, occasioning the right of Lessor or renewed for any or its successor's and assigns to draw down on the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contrarysuch period.

Letter of Credit. A. (A1) Lessee Tenant shall have the option, in place of the Security referred to in Section 35.01, to deliver to Lessor Owner, at any time after the execution and maintain delivery of this Lease, an unconditional, irrevocable Letter letter of Credit in credit issued by Chase Manhattan Bank, NA (or the form attached hereto like reasonably acceptable to Owner) (referred to as Exhibit D running the "BANK"), in favor of Lessor issued by a bank reasonably approved by LessorOwner, in an amount equal the sum of TWO HUNDRED FIVE THOUSAND NINE HUNDRED FIFTY-THREE and 00/100 ($205,953.00) DOLLARS (referred to One as the "SECURITY AMOUNT") in funds available immediately or same day funds in the City of New York, as security for the faithful observance and One-Half times performance by Tenant of the then current Annual Base Rentterms, covenants and conditions of this Lease on Tenant's part to be observed and performed. The Letter Such letter of Credit credit shall be irrevocable for a term of not less than one (1) year which term shall be automatically renewed for successive one (1) year terms, unless the term thereof and shall provide Bank gives not less than one hundred twenty (120) days prior written notice that it is automatically renewable will not so renew the letter of credit for a period ending such successive term and the last term of the letter of credit shall end not earlier less than sixty (60) days after the expiration Expiration Date. If such letter of credit is not automatically renewed as aforesaid, Tenant agrees to cause the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right not Bank to renew said Letter such letter of Credit on written notice credit, from time to Lessor not less than sixty time, during the Demised Term, at least ninety (6090) days prior to the expiration of said letter of credit or any renewal or replacement, upon the then current term thereof same terms and conditions. In the event of any transfer of said letter of credit pursuant to Section 35.05, and notice of such transfer to Tenant, Tenant, within twenty (it being understood20) days thereafter, howevershall cause a new letter of credit to be issued by said Bank to the transferee, that upon the privilege same terms and conditions, in replacement of the issuing bank letter of credit so transferred and Owner agrees that, simultaneously with the delivery of such new letter of credit, it will return to said Bank the letter of credit being replaced. The letter of credit deposited hereunder, and all renewals and replacements, are referred to, collectively, as the "LETTER OF CREDIT". In amplification and not to renew said in limitation of the foregoing, the Letter of Credit shall not, in any event, diminish expressly provide that (i) the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty can be drawn down by presentation of a sight draft only without any other documents or statements, (60ii) days after the expiration of the term hereby demised.partial drawings are allowed and (iii) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace the Letter of Credit shall be an immediate event of default transferable by Owner, as beneficiary thereof, without notice restriction or limitation and opportunity to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contrarywith all fees paid by Tenant.

Letter of Credit. (A) Lessee shall Buyer may elect to deliver the Deposit to Lessor and maintain an irrevocable Letter of Credit Seller in cash or in the form attached hereto as Exhibit D running of an irrevocable, standby letter of credit for the same amount (the "Deposit L/C"). The Deposit L/C shall be (a) in a form reasonably acceptable to Seller, (b) issued in favor of Lessor Seller under this Agreement and (c) issued by a bank that has a long-term unsecured debt rating as of the date of issuance of at least A+ by Standard & Poor's Rating Information Services and A1 by Xxxxx'x Investors Service and that is otherwise reasonably approved by Lessor, in an amount equal satisfactory to One and One-Half times the then current Annual Base RentSeller. The Letter Deposit L/C (and any replacement thereof furnished in accordance with this Section 3.4.2) shall have an expiration date no earlier than the first anniversary of Credit shall be irrevocable for the term date of issuance thereof and shall provide that it is be automatically renewable for a period ending not earlier than sixty (60) days after the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right renewed from year to year unless stated not to renew said Letter of Credit on be so renewed by the issuer thereof in a written notice given to Lessor the Seller not less than sixty 30 days prior to the expiration thereof. In the event of the termination of the Deposit L/C (60) and any replacement thereof furnished in accordance with the provisions of this Section 3.4.2), Buyer shall deliver to Seller a replacement letter or letters of credit in lieu thereof no later than 30 days prior to the expiration of the then current term thereof (it being understood, however, that the privilege preceding letter of credit. If Buyer shall fail to obtain any replacement of the issuing bank not to renew said Letter Deposit L/C (and/or any replacement thereof furnished in accordance with the provisions of Credit this Section 3.4.2), then Seller shall not, in any event, diminish draw down the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration full amount of the existing Letter Deposit L/C and retain the same as security for the covenants, agreements and obligations of CreditBuyer under this Agreement. Lessee's failure to so replace the Letter Any replacement of Credit any Deposit L/C shall be in a form reasonably acceptable to Seller. Buyer acknowledges that Seller has agreed to accept the Deposit L/C in lieu of a cash down payment against the Purchase Price solely as an immediate accommodation to Buyer. Buyer acknowledges that, in the event Buyer elects to provide a Deposit L/C in lieu of default without notice and opportunity a cash Deposit, Buyer shall not be entitled to cure, occasioning interest at the right Applicable Rate as provided in Section 3.4.1 of Lessor or any or its successor's and assigns to draw down on the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contraryAgreement.

Letter of Credit. (A) Lessee shall As an alternative to providing Landlord with the Security Deposit required under Paragraph 6.a. above, Tenant may deliver to Lessor Landlord, concurrently with its execution of this Lease, as security for the performance of Tenant’s covenants and maintain obligations under this Lease, an original irrevocable standby letter of credit (the “Letter of Credit”) in the initial amount specified in Paragraph 2.d. above, naming Landlord as beneficiary, which Landlord may draw upon to cure any default under this Lease (or any breach under this Lease where there exist circumstances under which Landlord is enjoined or otherwise prevented by operation of law from giving to Tenant a written notice which would be necessary for such failure of performance to constitute a default under this Lease), or to compensate Landlord for any damage Landlord incurs as a result of Tenant’s failure to perform any of its obligations hereunder. Any such draw on the Letter of Credit in the form attached hereto as Exhibit D running in favor shall not constitute a waiver of Lessor issued by a bank reasonably approved by Lessor, in an amount equal any other rights of Landlord with respect to One and One-Half times the then current Annual Base Rentsuch default or failure to perform. The Letter of Credit shall be irrevocable issued by a major commercial bank reasonably acceptable to Landlord, with a San Francisco, California, service and claim point for the Letter of Credit, have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term thereof of not less than one (1) year and shall provide that it is be automatically renewable for a an additional one (1) year period ending unless notice of non-renewal is given by the issuer to Landlord not earlier than sixty (60) days after the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right not to renew said Letter of Credit on written notice to Lessor not less later than sixty (60) days prior to the expiration thereof) and shall provide that Landlord may make partial and multiple draws thereunder, up to the face amount thereof. If, at any period while the Letter of Credit is required to be in effect hereunder, the then current term thereof (it being understood, however, that the privilege financial condition of the issuing bank not materially deteriorates from the financial condition as of the date of Landlord’s initial approval of the bank (as evidenced by a material drop in Standard & Poor’s financial services rating for such bank), then Landlord may, by written notice to renew said Tenant, require that Tenant replace the Letter of Credit with a Letter of Credit issued by a major commercial bank then reasonably acceptable to Landlord. In addition, the Letter of Credit shall notprovide that, in any eventthe event of Landlord’s assignment or other transfer of its interest in this Lease, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit shall be freely transferable by Landlord, without charge and without recourse, to the assignee or transferee of such interest and the bank shall confirm the same to Landlord and such assignee or transferee. The Letter of Credit shall provide for payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with Lessor through a statement by Landlord that the requested sum is due and payable from Tenant to Landlord in accordance with the provisions of this Lease, shall be in the form attached hereto as Exhibit C, and otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date which is earlier than sixty (60) days after the expiration Expiration Date, then throughout the term hereof (including any renewal or extension of the term hereby demised.term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on the issuing bank Letter of Credit pursuant to the terms hereof, Tenant shall give notice immediately replenish the Letter of its intent not Credit or provide Landlord with an additional letter of credit conforming to renew the requirement of this paragraph so that the amount available to Landlord from the Letter of Credit(s) provided hereunder is the amount required hereunder. Tenant’s failure to deliver any replacement, additional or extension of the Letter of Credit, Lessee shall replace said Letter or evidence of Credit at least 30 days prior to the stated expiration renewal of the existing Letter of Credit. Lessee's failure , within the time specified under this Lease shall entitle Landlord to so replace draw upon the entire balance of the Letter of Credit shall be an immediate event of default without notice and opportunity to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on then in effect. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, this Paragraph 6 shall be deemed a security agreement for such purposes and for purposes of Division 9 of the California Uniform Commercial Code, Landlord shall be deemed to hold a perfected, first priority security interest in such funds, and Tenant does hereby authorize Landlord to file such financing statements or other instruments as Landlord shall deem advisable to further evidence and/or perfect such security interest. Landlord shall not be required to segregate such security deposit from its entiretyother funds and no interest shall accrue or be payable to Tenant with respect thereto. No holder of a mortgage, notwithstanding deed of trust or other security instrument affecting the Real Property, nor any purchaser at any judicial or private foreclosure sale of the Real Property or any portion thereof, shall be responsible to Tenant for such security deposit unless and only to the extent such holder or purchaser shall have actually received the same. If Tenant is not in default at the expiration or termination of this Lease, within sixty (60) days thereafter Landlord shall return to Tenant the Letter of Credit or the balance of the security deposit then held by Landlord, as applicable; provided, however, that in no event shall any such return be construed as an admission by Landlord that Tenant has performed all of its covenants and obligations hereunder. Tenant hereby unconditionally and irrevocably waives the benefits and protections of California Civil Code Section 1950.7, and, without limitation of the scope of such waiver, acknowledges that Landlord may use all or any part of the Letter of Credit or the proceeds thereof to compensate Landlord for damages resulting from termination of this Lease and the tenancy created hereunder (including, without limitation, damages recoverable under California Civil Code Section 1951.2). Notwithstanding anything in this Lease Paragraph 6.a. to the contrary, on April 30, 2015, on April 30, 2016, on April 30, 2017, and on April 30, 2018, Tenant may replace the then current Letter of Credit with a Letter of Credit in an amount equal to the then existing Letter of Credit amount minus Twenty-Four Thousand Seven Hundred Fifty-Four and 12/100 Dollars ($24,754.12), but in all other respects in conformance with the Letter of Credit described in this Paragraph 6.b. (or, rather than replace the then current Letter of Credit, Tenant may submit to Landlord an amendment thereto, in form reasonably acceptable to Landlord, which reduces the amount of that Letter of Credit by the applicable amount); provided, however, that Tenant may not reduce the amount of the Letter of Credit pursuant to the foregoing on a particular reduction date if (i) during the twelve (12) month period immediately preceding such reduction date, there occurred an Event of Default or a breach by Tenant that subsequently matured into an Event of Default, or (ii) the replacement or amended Letter of Credit held by Landlord would be in an amount less than Twenty-One Thousand One Hundred Thirty-Three and 50/100 Dollars ($21,133.50) after giving effect to such reduction. If Tenant failed to qualify for a reduction of the face amount of the letter of credit on a particular reduction date, Tenant may replace the then current Letter of Credit with a Letter of Credit in an amount equal to the then existing Letter of Credit amount minus Twenty-Four Thousand Seven Hundred Fifty-Four and 12/100 Dollars ($24,754.12) on the next scheduled reduction date, so long as the requirements above are met, but the face amount of the letter of credit then on hand may not be reduced or amended by more than Twenty-Four Thousand Seven Hundred Fifty-Four and 12/100 Dollars ($24,754.12) on any particular reduction date.

Letter of Credit. (A) Until completion of all the Facilities to be constructed in accordance with the Master Funding and Development Agreement, all letter of credit requirements shall be addressed in the applicable Project Development Agreements. Upon completion of the last Facility to be constructed in accordance with the Master Funding and Development Agreement and as security for the Letter of Credit Obligations, Guarantor or, at Guarantor’s option, Lessee shall obtain and deliver to Lessor and maintain an irrevocable letter of credit at a financial institution reasonably acceptable to Lessor naming Lessor as beneficiary thereunder (the “Letter of Credit in the form attached hereto as Exhibit D running in favor of Lessor issued by a bank reasonably approved by LessorCredit”), in an amount equal to One and One-Half times the then current Annual Base Rent. The which Letter of Credit shall be irrevocable for the term thereof upon such other terms, conditions and shall provide that it is automatically renewable for a period ending not earlier than sixty (60) days after the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right not to renew said Letter of Credit on written notice provisions acceptable to Lessor not (including, without limitation, an “evergreen” provision requiring no less than sixty (60) days days’ prior written notice to the expiration Lessor of the then current term thereof (it being understood, however, that the privilege of the issuing bank not any failure or refusal to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior ). Subject to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace proviso below, the Letter of Credit shall be an immediate event in the amount of default without notice and opportunity Fifty Percent (50%) of one (1) year’s Base Rent relating to cure, occasioning the right all completed Facilities. The Letter of Lessor Credit or any or its successor's and assigns replacement letter of credit shall provide that Lessor shall be entitled to draw down on upon such Letter of Credit upon the occurrence of an Event of Default. In the event Lessor receives a notice of termination or nonrenewal of the Letter of Credit or any replacement letter of credit, Guarantor or, at Guarantor’s option, Lessee shall provide a replacement letter of credit no later than thirty (30) days prior to the expiration or termination of such Letter of Credit or replacement letter of credit, which replacement letter of credit (a) shall confirm that it shall take effect immediately upon the expiration of the expiring Letter of Credit (or such other than current replacement letter of credit), and (b) shall be in form and substance satisfactory to Lessor in its entirety, notwithstanding anything in this Lease reasonable discretion. Lessee shall maintain throughout the Term a letter of credit conforming to the contraryrequirements of this Section 38.14.

Letter of Credit. 43.1. On or before the date which is ten (A10) Lessee days after this Lease is executed and delivered by the parties (i.e., released from escrow), Tenant shall deliver to Lessor Landlord and shall thereafter, except as otherwise provided herein, maintain an in effect at all times during the Term, a clean, stand-by, irrevocable Letter letter of Credit credit substantially in the form attached hereto as Exhibit D running C, in favor of Lessor the amount equal to (x) the Rentalized Amount minus (y) Ten Million Dollars ($l0,000,000) (unless Tenant shall have elected to have the Rentalized Amount be less than or equal to Ten Million Dollars ($l0,000,000), issued by a banking corporation having assets of at least One Billion ($1,000,000,000.00) Dollars satisfactory to Landlord and having its principal place of business or its duly licensed branch or agency in the City of New York, and, if the issuing bank is not a member of the New York Clearing House Association, confirmed by Citibank, N.A. or another bank reasonably approved by Lessorsatisfactory to Landlord which is a member of the New York Clearing House Association, which letter of credit may be presented for payment in the City of New York. Such letter of credit shall have an amount equal to One and One-Half times expiration date no earlier than the then current Annual Base Rent. The Letter first anniversary of Credit shall be irrevocable for the term date of issuance thereof and shall provide that it is be automatically renewable for a period ending not earlier than sixty (60) days after renewed from year to year unless terminated by the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right not to renew said Letter of Credit on written issuer thereof by notice to Lessor Landlord given by certified or registered mail, return receipt requested not less than sixty thirty (6030) days prior to the expiration thereof. Except as otherwise provided in this Article 43, Tenant shall, throughout the Term deliver to Landlord, in the event of the then current term termination of any such letter of credit, replacement letters of credit acceptable to Landlord in lieu thereof (it being understoodeach such letter of credit and each such extension or replacement thereof, howeveras the case may be, that is hereinafter referred to as a "Letter of Credit") no later than thirty (30) days prior to the privilege expiration date of the issuing bank not to renew said preceding Letter of Credit. The term of each such Letter of Credit shall not, in be not less than one (1) year and shall be automatically renewable from year to year as aforesaid. If Tenant shall fail to obtain any event, diminish the obligation replacements of Lessee to maintain such irrevocable a Letter of Credit with Lessor through within the date which is sixty (60) days after time limits set forth in this Section 43.1, Landlord may draw down the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration full amount of the existing Letter of Credit. LesseeCredit and apply the proceeds to repayment to Landlord's failure to so replace lender of the Letter then outstanding balance of Credit shall be an immediate event of default without notice and opportunity to curethe Rentalized Amount, occasioning the right of Lessor or plus any or its successor's and assigns to draw down on the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contrarybreakage fees thereby incurred by Landlord.

Letter of Credit. (A) Lessee shall deliver As a condition to the entry into this Agreement, Assignee is simultaneously causing the delivery to Lessor of an original, unconditional and maintain an irrevocable Letter of Credit, in form and content satisfactory to Lessor, in its sole discretion (the "Letter of Credit"), issued by NationsBank of Florida, N.A. (the "Bank") in the original amount of $300,000, which shall serve as security for the performance of Assignee's obligations under the Lease. In the event of any default by Assignee under the Lease beyond any applicable grace or cure period, Lessor, without further notice to or demand upon Assignee, shall have the right to draw upon all or any portion of the funds evidenced by the Letter of Credit in amounts representing all or any portion of amounts then owing to Lessor under the form attached hereto as Exhibit D running in favor of Lease. In the event that (i) Lessor issued by a bank reasonably approved by Lessor, in an amount equal to One and One-Half times the then current Annual Base Rent. The Letter of Credit shall be irrevocable for the term thereof and shall provide that it is automatically renewable for a period ending not earlier than sixty (60) days after the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right not to renew said Letter of Credit on receives written notice to Lessor not less than sixty (60) days prior to from the expiration of the then current term thereof (it being understood, however, Bank that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace the Letter of Credit shall not be an immediate event renewed in the full amount thereof, (ii) there is for any other reason less than 30 days remaining prior to the then expiration date of default without notice and opportunity to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the Letter of Credit or (iii) Lessor, in its entiretyreasonable judgment, notwithstanding anything determines that the financial ability of the Bank to fund under the Letter of Credit is in this Lease question, then, and in any of such events, Lessor shall have the right to draw down the full amount of the Letter of Credit and hold the proceeds thereof as a cash security deposit by Assignee under the Lease, with the same rights to draw down upon the same as were previously enjoyed with respect to the contraryLetter of Credit itself. The Letter of Credit, or such cash security deposit, or such portions of either as may then be remaining, shall be returned to Assignee only upon the expiration or earlier termination of the Lease, but then only after all amounts which are owing or which could become owing to Lessor under the Lease have been fully paid therefrom to Lessor. Wherever the term "Letter of Credit" is used above, it shall be deemed to refer to the original Letter of Credit delivered simultaneously with the execution of this Agreement and each substitute thereof (whether substitution occurs on account of renewals, reductions after draws have been made or otherwise).

Letter of Credit. (A) Lessee shall A. Tenant acknowledges that Landlord is unwilling to execute the Lease unless Tenant provides Landlord with additional security for Tenant's obligations under the Lease. Therefore, Tenant shall, subject to Subparagraph F of this Paragraph 1, deliver to Lessor Landlord, on the date that Tenant executes and maintain delivers the Lease to Landlord, an irrevocable Irrevocable Standby Letter of Credit ("Letter of Credit") which shall be (1) in the form attached hereto as Exhibit D running in favor of Lessor 6, (2) issued by a bank or other institutional lender reasonably approved by Lessoracceptable to Landlord, (3) in an amount equal to One Hundred Thirty-Nine Thousand Twenty- Eight and One-Half times the then current Annual Base Rent. The 16/100 ($139,028.16) Dollars ("Letter of Credit shall be irrevocable for the term thereof Amount") and shall provide that it is automatically renewable (4) for a period ending not earlier than sixty term of one (601) days after year, subject to extension in accordance with the expiration terms of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right not to renew said Letter of Credit Credit. Tenant shall, on written notice to Lessor not less than sixty or before the date thirty (6030) days prior to the expiration of the then current term thereof of such Letter of Credit, deliver to Landlord a new Letter of Credit satisfying the foregoing conditions (it being understood, however, that the privilege "Substitute Letter of Credit") in lieu of the issuing bank not to renew said Letter of Credit then being held by Landlord. Such Letter of Credit shall notbe automatically renewable in accordance with the second to last grammatical paragraph of Exhibit 6; provided that, in any such event, diminish the obligation of Lessee Tenant shall be required to maintain such irrevocable deliver a Substitute Letter of Credit with Lessor through satisfying the conditions hereof, on or before the date which is sixty thirty (6030) days after prior to the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the such Letter of Credit, Lessee shall replace said if the issuer of such Letter of Credit at least 30 days prior gives notice of its election not to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace the renew such Letter of Credit shall be an immediate event of default without notice and opportunity to cure, occasioning the right of Lessor or for any or its successor's and assigns to draw down on the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contraryadditional period pursuant thereto.

Letter of Credit. (A) Lessee shall deliver to Lessor and maintain also deposit with Lessor, ------------- ---------------- upon execution of this Lease, as a security deposit for Lessee's faithful performance of Lessee's obligations an unconditional irrevocable standby letter of credit (the "Letter of Credit in the form attached hereto as Exhibit D running in favor of Lessor issued by a bank reasonably approved by Lessor, in an amount equal to One and One-Half times the then current Annual Base RentCredit"). The Letter of Credit shall be irrevocable for in the term thereof and amount of One Million Dollars ($1,000,000), subject to later reduction as set forth in this Article V. The Letter of Credit shall be in form reasonably satisfactory to Lessor. In all events, such form shall provide that Lessor may draw upon the Letter of Credit solely upon making demand to the issuing bank for the amount specified by Lessor in its demand, and by presenting evidence to the issuing bank of the identity of Lessor. Lessor shall not be required to satisfy any conditions in order to draw upon the Letter of Credit, it is automatically renewable being understood that the Letter of Credit shall be unconditional and irrevocable. However, Lessor shall have access to the funds represented by the Letter of Credit only for the purposes and under the conditions set forth herein, and shall not make any such demand for a draw unless Lessor is entitled under this Article V to draw upon the Letter of Credit. Lessee shall cause the Letter of Credit to be renewed on an annual basis and shall renew the same at least thirty (30) days prior to the scheduled maturity thereof each year (and deliver evidence thereof to Lessor promptly after such renewal). The Letter of Credit shall contain language requiring the issuer to deliver written notice (by certified mail, return receipt requested) to Lessor which notice meets the notice requirements of this Lease for notice from Lessee to Lessor in the event the Letter of Credit is not renewed by Lessee for at least a one year period ending at least thirty (30) days prior to the scheduled maturity thereof each year. In the event Lessee fails timely to so renew the Letter of Credit, Lessor shall be entitled to draw the full amount of the Letter of Credit before expiration thereof, whereupon Lessor shall hold the same as a cash security deposit together with all other cash held by Lessor as a security deposit pursuant to this Article V; provided that, if Lessee thereafter obtains a new letter of credit satisfying the requirements of this paragraph, such new letter of credit shall be deemed the Letter of Credit hereunder, and promptly after such new Letter of Credit is issued to Lessor and Lessor is notified thereof, Lessor shall return to Lessee all but Two Hundred Thousand Dollars ($200,000) of the cash security deposit (which Two Hundred Thousand Dollars ($200,000) shall continue in place as the cash portion of the security deposit as specified in the first sentence of this Article V above). The preceding sentence shall not earlier than sixty be deemed a limitation of Lessor's remedies for any such failure by Lessee to observe its obligations under this paragraph. Lessee shall cause the Letter of Credit, as the same may be renewed from time to time, to remain in effect until the later of thirty (6030) days after the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right not to renew said Letter of Credit on written notice to Lessor not less than sixty term, or thirty (60) days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (6030) days after Lessee has vacated the expiration of Premises. In the term hereby demised.) If the issuing bank shall give notice of its intent not event Lessee fails to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace cause the Letter of Credit shall be an immediate event of default without notice and opportunity to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the Letter of Credit remain in its entirety, notwithstanding anything in this Lease to the contrary.effect for such thirty (30) day period

Letter of Credit. (Aa) In lieu of paying the Deposit in accordance with Clause 5.1, at the time such the Deposit (or part thereof) is required to be paid under this Agreement, at any time or from time to time, as the case may be, Lessee shall deliver to will provide Lessor and maintain with an irrevocable and unconditional Letter of Credit in the form attached hereto as Exhibit D running in favor amount of Lessor the LC Amount, issued and payable by a bank reasonably approved by Lessor, in an amount equal to One and One-Half times the then current Annual Base Rent. The Letter of Credit shall be irrevocable for the term thereof and shall provide that it is automatically renewable for a period ending not earlier than sixty (60) days after the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right not to renew said Letter of Credit on written notice acceptable to Lessor not less than sixty (60) days prior and in form and substance acceptable to Lessor and, if Lessor requests, confirmed by the expiration London or New York branch of the then current term thereof (it being understooda major international bank acceptable to Lessor from time to time, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation as security for all payment obligations of Lessee to maintain such irrevocable Letter Lessor under this Agreement (including damages), which shall remain in full force and effect and may be drawn down by Lessor upon demand at any time or times until the Required LC Expiry Date. Upon receipt of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace the Letter of Credit shall be an immediate event of default without notice and opportunity to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the Letter of Credit in its entiretyaccordance with this Clause 5.12(a), notwithstanding anything in this Lease Lessor will refund the Deposit and any interest thereon to Lessee. (b) With the prior written consent of Lessor, the Letter of Credit may have a validity period or periods ending prior to the contraryRequired LC Expiry Date, provided that (i) the Letter of Credit shall, in each case, be renewed and delivered to Lessor not later than 30 Business Days prior to its expiry; and (ii) a Letter of Credit shall remain in force at all times up to the Required LC Expiry Date. (c) If at any time during the Term Lessor determines that the current issuing or confirming bank for the Letter of Credit is no longer an acceptable issuing or confirming bank (whether by virtue of a material adverse change in its financial condition or for any other reason) Lessee shall promptly procure that the Letter of Credit is replaced by a Letter of Credit issued by another bank acceptable to Lessor and (if appropriate) that such replacement Letter of Credit is confirmed by another bank acceptable to Lessor.

Letter of Credit. (A) Lessee shall Buyer may elect to deliver the Deposit to Lessor and maintain an irrevocable Letter of Credit Sellers in cash or in the form attached hereto as Exhibit D running of an irrevocable, standby letter of credit for the same amount (the "Deposit L/C"). The Deposit L/C shall be (a) in a form reasonably acceptable to Sellers, (b) issued in favor of Lessor Seller under this Agreement and (c) issued by a bank that has a long-term unsecured debt rating as of the date of issuance of at least A+ by Standard & Poor's Rating Information Services and A1 by Moody's Investors Service and that is otherwise reasonably approved by Lessor, in an amount equal to One and One-Half times the then current Annual Base Rentsatisfaxxxxx xo Sellers. The Letter Deposit L/C (and any replacement thereof furnished in accordance with this Section 3.4.2) shall have an expiration date no earlier than the first anniversary of Credit shall be irrevocable for the term date of issuance thereof and shall provide that it is be automatically renewable for a period ending not earlier than sixty (60) days after the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right renewed from year to year unless stated not to renew said Letter of Credit on be so renewed by the issuer thereof in a written notice given to Lessor the Sellers not less than sixty 30 days prior to the expiration thereof. In the event of the termination of the Deposit L/C (60) and any replacement thereof furnished in accordance with the provisions of this Section 3.4.2), Buyer shall deliver to Sellers a replacement letter or letters of credit in lieu thereof no later than 30 days prior to the expiration of the then current term thereof (it being understood, however, that the privilege preceding letter of credit. If Buyer shall fail to obtain any replacement of the issuing bank not to renew said Letter Deposit L/C (and/or any replacement thereof furnished in accordance with the provisions of Credit this Section 3.4.2), then Sellers shall not, in any event, diminish draw down the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration full amount of the existing Letter Deposit L/C and retain the same as security for the covenants, agreements and obligations of CreditBuyer under this Agreement. Lessee's failure to so replace the Letter Any replacement of Credit any Deposit L/C shall be in a form reasonably acceptable to Sellers. Buyer acknowledges that Sellers have agreed to accept the Deposit L/C in lieu of a cash down payment against the Purchase Price solely as an immediate accommodation to Buyer. Buyer acknowledges that, in the event Buyer elects to provide a Deposit L/C in lieu of default without notice and opportunity a cash Deposit, Buyer shall not be entitled to cure, occasioning interest at the right Applicable Rate as provided in Section 3.4.1 of Lessor or any or its successor's and assigns to draw down on the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contraryAgreement.

Letter of Credit. (A) Concurrently with the execution of this Lease, Lessee shall deliver to Lessor and maintain an irrevocable Lessor, as additional security for Lessee's obligations under the lease, a letter of credit (the "Letter of Credit Credit"), from a financial institution and in the a form attached hereto as Exhibit D running in favor of Lessor issued by a bank reasonably approved by satisfactory to Lessor, in an the principal amount equal to One and One-Half times the then current Annual Base Rentof $300,000. The Letter of Credit shall be irrevocable maintained in full force and effect for the term thereof entire lease term, and any extensions thereof, provided, however, in the event that Lessee is not at the time in Breach of any of its lease obligations, which Breach is uncured and ongoing, the principal amount of the Letter of Credit may be reduced by $50,000 (i) on August 15, 2002, and (ii) on August 15, 2003. The Letter of Credit shall provide that it is automatically renewable for a period ending not earlier than sixty (60) days after Lessor may draw upon the expiration of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right not to renew said Letter of Credit on by written notice demand to the issuer thereof, executed by an officer of Lessor, stating that Lessee is in breach of the lease and identifying the amount to be drawn thereon in order to compensate Lessor for damages it has sustained as a result of said breach. Lessor shall be entitled to draw the entire amount of the Letter of Credit if, at any time during the term of this Lease, the Letter of Credit has not less than sixty been renewed, with written evidence thereof provided to Lessor, within fifteen (6015) days prior to its expiration date. In the expiration of event Lessor shall at any time sell or otherwise transfer the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Creditpremises, Lessee shall replace said Letter of Credit at least 30 days prior be obligated to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace the Letter of Credit shall be an immediate event of default without notice and opportunity to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the obtain a replacement Letter of Credit in its entirety, notwithstanding anything in this Lease to the contraryname of the transferee within thirty (30) days written demand therefore by Lessor.

Letter of Credit. (Aa) Lessee Tenant shall deliver to Lessor and maintain cause an irrevocable Letter irrevocable, transferable letter of Credit credit, substantially in the form of Exhibit F attached hereto as Exhibit D running (the "Letter of Credit"), to be issued and outstanding in favor of Lessor issued by a bank reasonably approved by LessorLandlord, in an amount equal to One and One-Half at all times from the then current Annual Base Rent. The Letter of Credit shall be irrevocable for the term thereof and shall provide that it is automatically renewable for a period ending not earlier than date hereof until sixty (60) days after the expiration or earlier termination of this Lease. Each Letter of Credit shall (i) be issued by a domestic United States financial institution with a credit rating of at least A1 by Moodx'x Xxxestors Service, Inc. (or upon modification or replacement of such financial rating system, its then equivalent rating) (the "Required Credit Rating") and otherwise acceptable to Landlord (the "Letter of Credit Provider"), (ii) have an expiration date of not earlier than one calendar year following the date of issue, (iii) at all times be in an available amount (the "Required Letter of Credit Amount") of not less than nine (9) months of Base Rent, which as of the term thereby demised without any action whatsoever on date hereof is $240,131.25, and (iv) provide that during the part Term it shall be automatically extended for an additional period of one year from the Lessor; provided scheduled expiration date unless at least thirty (30) days prior to such date Landlord receives from the Letter of Credit Provider thereof notice in writing that the issuing bank shall have the right such Letter of Credit Provider elects not to renew said such Letter of Credit on written notice for such additional period. If the Letter of Credit Provider elects not to Lessor not less than sixty renew such Letter of Credit for such additional period, then Tenant shall cause a new Letter of Credit to be issued in replacement thereof from a Letter of Credit Provider at least fifteen (6015) days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace the ; provided, however, that Tenant shall not permit an existing Letter of Credit shall be an immediate event of default without notice and opportunity to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the expire until such new Letter of Credit in its entirety, notwithstanding anything in this Lease to the contraryhas been issued.

Letter of Credit. (A) Lessee shall At Tenant's election, in lieu of paying the Security Deposit or the Removal Deposit in cash, Tenant may, on or before the date on which the Security Deposit or Removal Deposit is due, deliver to Lessor and maintain Landlord an irrevocable Letter irrevocable, unconditional letter of Credit in the form attached hereto as Exhibit D credit running in favor of Lessor Landlord's beneficiary issued by a bank reasonably approved by Lessorsatisfactory to Landlord in the amount of the Security Deposit or Removal Deposit, in an amount equal to One and One-Half times the then current Annual Base Rentas applicable. The Letter letter of Credit credit shall be irrevocable for the term thereof one (1) year and shall provide that it is automatically renewable for a period one (1) year periods ending not earlier than sixty (60) days after the expiration of the term thereby demised Term without any action whatsoever on the part of the LessorLandlord; provided that the issuing bank shall have the right not to renew said Letter letter of Credit credit on written notice to Lessor Landlord not less than sixty (60) days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter letter of Credit credit shall not, in any event, diminish the obligation of Lessee Tenant to maintain such irrevocable Letter letter of Credit credit with Lessor Landlord through the date which is sixty (60) days after the expiration date of such notice). In the term hereby demised.) If event the issuing bank shall give notice of its intent elects not to renew the Letter letter of Creditcredit, Lessee Tenant shall replace said Letter either provide Landlord with a substitute letter of Credit at least 30 days prior to the stated expiration credit which meets all of the existing Letter criteria contained herein or deposit the amount of Creditthe Security Deposit with Landlord in cash. Lessee's failure to so replace The form and terms of the Letter letter of Credit credit shall be an immediate event of default without notice acceptable to Landlord in all respects and opportunity to cureshall provide, occasioning the right of Lessor or any or its successor's and assigns to draw down on the Letter of Credit among other things, in its entirety, notwithstanding anything in this Lease to the contrary.effect that:

Letter of Credit. (AA. Tenant has deposited with Owner, or the then holder(s) Lessee shall deliver to Lessor of the Mortgage, as the case may be, at the time of the execution and maintain delivery of this Lease, an unconditional, irrevocable Letter letter of Credit credit in the form attached hereto and made a part hereof as Exhibit 5, issued by The Chase Manhattan Bank (said bank or any other bank selected by Tenant which is rated at least AA- by Moodys, or an equivalent rating by Standard & Poors or Fitch, and is a member of the New York Clearing House Association and having assets of at least THREE BILLION ($3,000,000,000.00) DOLLARS, as it shall be increased pursuant to the provision of Subsection D running is referred to as a "Bank"), in favor of Lessor issued by a bank reasonably approved by LessorOwner, in an amount equal the sum of DOLLARS in funds available immediately or same day funds in the City of New York, as security for the faithful observance and performance by Tenant of the terms, covenants and conditions of this Lease on Tenant's part to One be observed and One-Half times the then current Annual Base Rentperformed. The Letter Such letter of Credit credit is for a term of not less than one (1) year which term shall be irrevocable automatically renewed for successive one (1) year terms, unless the term thereof and shall provide Bank gives not less than sixty (60) days prior written notice to Owner that it is automatically renewable will not so renew the letter of credit for a period ending such successive term and the last term of the letter of credit shall end not earlier less than sixty (60) days after the expiration Expiration Date. If such letter of credit is not automatically renewed as aforesaid, Tenant agrees to cause the term thereby demised without any action whatsoever on Bank to either (i) renew such letter of credit, from time to time, during the part of Demised Term or (ii) replace it, in either case upon the Lessor; provided that the issuing bank shall have the right not to renew said Letter of Credit on written notice to Lessor not less than same terms and conditions and at least sixty (60) days prior to the expiration of said letter of credit or any renewal or replacement. In the then current term thereof event of any transfer of said letter of credit pursuant to Section 51.05, and notice off such transfer to Tenant, Tenant, within twenty (20) days thereafter (with Owner responsible for the customary transfer costs therefor), shall cause a new letter of credit to be issued by said Bank in favor of the transferee, upon the same terms and conditions, in replacement of the letter of credit so transferred and Owner agrees that, simultaneously with the delivery of such new letter of credit, it will return to said Bank the letter of credit being understoodreplaced. The letters of credit deposited hereunder, howeverand all renewals and replacements, are referred to, collectively, as the "Letter of Credit". The parties acknowledge and agree that (xx) there may be more than one (1) Letter of Credit and (yy) there may be more than one (1) Bank at the same time to comply with the provisions of this Article, provided that the privilege utilization of more than one (1) Letter of Credit and/or one (1) Bank shall otherwise be in accordance with, and comply with, all of the issuing bank not provisions of this Article. To the extent Tenant delivers a discrete Letter of Credit in an amount equal to renew said DOLLARS, the same shall be referred to herein as the "Additional Rent Letter of Credit". Tenant shall have the right from time to time to replace the Letter of Credit and the Additional Rent Letter of Credit with a new Letter of Credit and, at Tenant's option, an Additional Rent Letter of Credit issued by one or more Banks upon the same terms and conditions. The Letter of Credit shall notbe held by Owner, or by the holder(s) of the Mortgage, as the case may be, for the purposes set forth in this Article and shall not be transferred except for transfer (a) to an agent of the Bank for collection, or (b), pursuant to the provisions of Section 51.05. In the event Tenant defaults beyond any event, diminish applicable grace period hereunder in the obligation performance of Lessee its obligations to maintain such irrevocable issue a replacement Letter of Credit with Lessor through Credit, or in the date which is sixty (60) days after observance or performance of Tenant's agreement to cause the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not Bank to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to Owner or the stated expiration holder(s) of the existing Mortgage, as the case may be, shall have the right to require the Bank to make payment to Owner of the entire sum of DOLLARS or the undrawn portion thereof, as the case may be, represented by the Letter of Credit, which sum shall be held by Owner as Cash Security (as said term is hereinafter defined) in accordance with the provisions of this Article. LesseeIf payment of the entire sum of DOLLARS or the undrawn portion thereof is made to Owner by reason of Tenant's failure to so renew or replace the Letter of Credit in accordance with the foregoing provisions of this Article, Owner shall be an immediate event have the right, at any time on behalf of default without notice and opportunity Tenant, to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the replace said Cash Security with a new Letter of Credit issued by the Bank or any other bank selected by Owner, in its entiretyOwner's sole discretion, notwithstanding anything in this Lease and Tenant hereby irrevocably constitutes and appoints Owner as Tenant's agent and attorney-in-fact to cause the contrary.Bank or any such other bank selected by Owner to issue such a replacement Letter of Credit. The Letter of Credit provides for partial drawings

Letter of Credit. (A) Lessee shall deliver to Lessor and maintain also deposit with Lessor, ------------- ---------------- upon execution of this Lease, as a security deposit for Lessee's faithful performance of Lessee's obligations an unconditional irrevocable standby letter of credit (the "Letter of Credit in the form attached hereto as Exhibit D running in favor of Lessor issued by a bank reasonably approved by Lessor, in an amount equal to One and One-Half times the then current Annual Base RentCredit"). The Letter of Credit shall be irrevocable for in the term thereof and amount of One Million Dollars ($1,000,000), subject to later reduction as set forth in this Article V. The Letter of Credit shall be in form reasonably satisfactory to Lessor. In all events, such form shall provide that Lessor may draw upon the Letter of Credit solely upon making demand to the issuing bank for the amount specified by Lessor in its demand, and by presenting evidence to the issuing bank of the identity of Lessor. Lessor shall not be required to satisfy any conditions in order to draw upon the Letter of Credit, it is automatically renewable being understood that the Letter of Credit shall be unconditional and irrevocable. However, Lessor shall have access to the funds represented by the Letter of Credit only for the purposes and under the conditions set forth herein, and shall not make any such demand for a draw unless Lessor is entitled under this Article V to draw upon the Letter of Credit. Lessee shall cause the Letter of Credit to be renewed on an annual basis and shall renew the same at least thirty (30) days prior to the scheduled maturity thereof each year (and deliver evidence thereof to Lessor promptly after such renewal). The Letter of Credit shall contain language requiring the issuer to deliver written notice (by certified mail, return receipt requested) to Lessor which notice meets the notice requirements of this Lease for notice from Lessee to Lessor in the event the Letter of Credit is not renewed by Lessee for at least a one year period ending at least thirty (30) days prior to the scheduled maturity thereof each year. In the event Lessee fails timely to so renew the Letter of Credit, Lessor shall be entitled to draw the full amount of the Letter of Credit before expiration thereof, whereupon Lessor shall hold the same as a cash security deposit together with all other cash held by Lessor as a security deposit pursuant to this Article V; provided that, if Lessee thereafter obtains a new letter of credit satisfying the requirements of this paragraph, such new letter of credit shall be deemed the Letter of Credit hereunder, and promptly after such new Letter of Credit is issued to Lessor and Lessor is notified thereof, Lessor shall return to Lessee all but Two Hundred Thousand Dollars ($200,000) of the cash security deposit (which Two Hundred Thousand Dollars ($200,000) shall continue in place as the cash portion of the security deposit as specified in the first sentence of this Article V above). The preceding sentence shall not earlier than sixty be deemed a limitation of Lessor's remedies for any such failure by Lessee to observe its obligations under this paragraph. Lessee shall cause the Letter of Credit, as the same may be renewed from time to time, to remain in effect until the later of thirty (6030) days after the expiration of the term thereby demised without any action whatsoever on term, or thirty (30) days after Lessee has vacated the part of Premises. In the Lessor; provided that event Lessee fails to cause the issuing bank shall have the right not to renew said Letter of Credit on written notice to Lessor not less than sixty remain in effect for such thirty (6030) days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the day period following expiration of the term hereby demised.or Lessee's vacation of the Premises, whichever later occurs, Lessor shall be entitled to draw the full amount of the Letter of Credit before expiration thereof without any obligation to give Lessee notice thereof, whereupon Lessor shall hold the same as a cash security deposit together with all other cash held by Lessor as a security deposit pursuant to this Article V. If Lessee fails to pay as and when due Base Rent or any other sums payable by Lessee hereunder or otherwise fails to perform any other obligation of Lessee under this Lease as and when obligated to perform the same, Lessor may draw from the Letter of Credit and use, apply or retain the proceeds therefrom to the extent (and only to the extent) applied (i) to the payment of such sum which has not been paid, or (ii) to compensate Lessor for the payment of any other sum which Lessor incurs or becomes obligated to spend as a result of Lessee's failure to so perform its obligations and/or Lessor's cure of such failure by Lessee, or (iii) to compensate Lessor for any expenditures, loss or damage which Lessor may suffer thereby. The intent of the preceding sentence is to limit the amount of draws by Lessor against the Letter of Credit to sums actually applied pursuant to clauses (i) through (iii)of the preceding sentence. Lessor may draw and use, apply or retain such amounts without prejudice to any other remedy Lessor may have by reason of Lessee's failure to perform its obligations hereunder. If the issuing bank shall give notice Lessor so draws all or any portion of its intent not to renew the Letter of Credit, Lessee shall replace said shall, within twenty (20) days after demand in writing therefor, obtain and deposit with Lessor a new letter of credit on the terms specified above applicable to the Letter of Credit at least 30 days prior to but only in the stated expiration amount of the existing Letter amount so drawn, and thereafter such new letter of Credit. Lessee's failure to so replace credit together with the remaining undrawn balance of any one or more prior letters of credit constituting the Letter of Credit shall collectively herein be an immediate event deemed the "Letter of default without notice and opportunity Credit." Lessor shall not be required to cure, occasioning the right of Lessor or keep any or its successor's and assigns to draw down on amounts drawn from the Letter of Credit in separate from its entiretygeneral funds, notwithstanding anything and shall not be deemed a trustee with respect to such amounts. In the event Lessor transfers its interest in this Lease Lease, Lessee at Lessor's request shall cause a new Letter of Credit to be issued to Lessor's successor in interest in replacement of the contrary.Letter of Credit issued to Lessor, whereupon Lessor shall no longer have any liability for the accounting therefor. At such time as Lessee demonstrates to Lessor's reasonable satisfaction that its Tangible Net Worth (as defined below) exceeds

Letter of Credit. (A) Lessee shall In lieu of a cash Security Deposit, simultaneously with the execution and delivery of this Sub-Sublease, Annuncio may deliver to Lessor and maintain Agresso an irrevocable and unconditional standby letter of credit made payable to Agresso, its successors and assigns, in the sum of Annuncio's Security Deposit (the "Letter of Credit"), which shall secure the performance by Annuncio of all obligations on the part of Annuncio hereunder. The Letter of Credit shall include a provision reducing the amount thereunder consistent with the reductions of Annuncio's Security Deposit as provided for in paragraph 5.2(a). In the event that the amount of Annuncio's Security Deposit is permitted to be reduced pursuant to paragraph 5.2(b), Annuncio shall have the right to substitute in place of the Letter of Credit a letter of credit identical to the Letter of Credit in all aspects except that the form attached hereto amount thereof shall be $54,030.20. The issuer of the Letter of Credit shall be a banking institution with at least a rating of A and otherwise reasonably acceptable to Agresso. Although Agresso shall only have the right to draw under the Letter of Credit as Exhibit D running in favor set forth herein, under the terms of Lessor issued by the Letter of Credit, the sole condition to Agresso's draw upon the Letter of Credit shall be presentment to the issuer thereof, prior to or on the expiration date, of a bank reasonably approved by Lessor, in an amount equal to One and One-Half times the then current Annual Base Rentdemand for payment. The Letter of Credit shall be irrevocable self-renewing from year to year during the Sub-Sublease Term so as to expire no earlier than thirty (30) days following the Sub-Sublease Term expiration date and shall contain such other customary terms as Agresso requires in its reasonable discretion. It is agreed: (i) that the Letter of Credit may be drawn upon to cure any default that may exist, without prejudice to any other remedy or remedies that Agresso may have on account thereof, and upon Agresso's demand, Annuncio shall reimburse the issuer for the term thereof and shall provide amount so drawn so that it is automatically renewable for a period ending the Letter of Credit will be restored to its original amount; (ii) that the Letter of Credit may be drawn upon if the Letter of Credit has not earlier than been extended or renewed without amendment at least thirty (30) days prior to any then-current expiration date thereof; (iii) that if the rating of the issuer of the Letter of Credit at any time drops below A, then, within sixty (60) days of Agresso's demand, Annuncio shall replace the Letter of Credit with another Letter of Credit in a form reasonably acceptable to Agresso and with an issuer with a rating of at least an A and otherwise reasonable acceptable to Agresso and Agresso may draw on the existing Letter of Credit if, after Agresso requests that Annuncio replace the Letter of Credit as aforesaid, Agresso is not provided with a substitute Letter of Credit in a form, and from an issuer, satisfactory to Agresso as provided above at least fifteen (15) days prior to the then-current expiration date of the Letter of Credit; and (iv) that the Letter of Credit shall be returned to Annuncio upon the later of (a) thirty (30) days after the expiration of the term thereby demised without any action whatsoever on Sub-Sublease Term, or (b) the part of date Annuncio has vacated the Lessor; provided that the issuing bank shall have the right not Agresso Premises and surrendered possession thereof to renew said Letter of Credit on written notice to Lessor not less than sixty (60) days prior to Agresso at the expiration of the then current term thereof (it being understoodSub-Sublease Term as provided herein and has paid Agresso all sums due and owing under this Sub-Sublease. Annuncio shall use the Premises only for the uses permitted in the Original Sublease, however, that the privilege of the issuing bank not except as otherwise consented to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with writing by Master Lessor through the date which is sixty (60) days after the expiration of the term hereby demisedand Agresso.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace the Letter of Credit shall be an immediate event of default without notice and opportunity to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contrary.

Letter of Credit. (A) Notwithstanding anything to the contrary set forth at ---------------- Paragraph 75 of the Lease Addendum, prior to the Commencement Date of the Lease, Lessee shall deliver to Lessor and maintain an irrevocable Lessor, as additional security for Lessee's obligations under the Lease, including without limitation Lessee's obligation to pay to Lesson the additional rent set forth at paragraph 2, above, a letter of credit (the "Letter of Credit Credit"), from a financial institution and in the a form attached hereto as Exhibit D running in favor of Lessor issued by a bank reasonably approved by satisfactory to Lessor, in an the principal amount equal to One and One-Half times the then current Annual Base Rentof $425,000. The Letter of Credit shall be irrevocable in full force and effect for the term thereof entire Lease Term; provided, however, in the event that Lessee is not at the time in material breach of its Lease obligations, which breach is uncured and shall provide that it is automatically renewable for a period ending not earlier than sixty (60) days ongoing, the principal amount of the Letter of Credit may be reduced to $325,000 after the expiration of the term thereby demised without any action whatsoever on the part first three (3) years of the Lease Term, and to $225,000 after the first four (4) years of the Lease Term, after which time the Letter of Credit shall remain at $225,000 for the remainder of the Lease Term. The Letter of Credit shall provide that Lessor may from time to time draw upon the Letter of Credit by written demand to the issuer thereof, executed by an officer of Lessor; provided , stating that Lessee is in breach of the issuing bank Lease and identifying the amount to be drawn thereon in order to compensate Lessor for damages it has sustained as a result of said breach. In the event Lessor shall at any time sell or otherwise transfer the Premises, Lessee shall be obligated to obtain a replacement Letter of Credit in the name of the transferee within thirty (30) days written demand therefor by Lessor. Lessee acknowledges and agrees that Lessor shall have the right to draw upon said letter of credit in full in the event Lessee has not provided to renew said Lessor a substitute Letter of Credit on written notice to Lessor not less than sixty in the form required hereby at least thirty (6030) days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the then-effective Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. Lessee's failure to so replace the Letter of Credit shall be an immediate event of default without notice and opportunity to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contrary.

Letter of Credit. (A) Lessee A. The cash security deposit in the amount of the required Security Deposit which is initially $350,000, as set forth in Section 1.G of this Lease, shall be delivered to by Tenant to Landlord contemporaneously with Tenant’s execution and delivery of this Lease. On or before the date which is 45 days after this Lease is fully executed by Landlord and Tenant, Tenant will deliver to Lessor and maintain Landlord an irrevocable Letter letter of Credit credit payable in Somerset, New Jersey issued for the form attached hereto as Exhibit D running in favor benefit of Lessor issued the Landlord by a bank reasonably approved by Lessorat all times having a C rating or better in Fitch’s, and otherwise satisfactory to Landlord, in an the amount equal to One and One-Half times of the then current Annual Base Rentrequired Security Deposit as set forth in Section 1.G of this Lease. The Letter letter of Credit shall credit will be irrevocable for the term thereof and shall will provide that it is automatically renewable for a period ending not earlier than sixty (60) 60 days after the expiration of the term thereby demised Lease Term without any action whatsoever on the part of the Lessor; provided that Landlord. However, the issuing bank shall will have the right not to renew said Letter letter of Credit credit on written notice to Lessor Landlord given not less than sixty (60) 30 days prior to before the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter letter of Credit shall credit will not, in any event, diminish the obligation of Lessee Tenant to maintain such irrevocable Letter letter of Credit credit with Lessor Landlord through the date which is sixty thirty (6030) days after the expiration of the term hereby demised.) If Lease Term). Tenant must be the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration applicant of the existing Letter letter of Creditcredit. Lessee's failure to so replace Upon receipt of a letter of credit from Tenant in conformance with the Letter terms of Credit Section 36.8, the balance of the cash Security Deposit shall be an immediate event of default without notice and opportunity returned by Landlord to cure, occasioning the right of Lessor or any or its successor's and assigns to draw down on the Letter of Credit in its entirety, notwithstanding anything in this Lease to the contraryTenant.

Letter of Credit. (A) Lessee shall deliver The Reinsurer agrees to Lessor apply for and maintain an secure timely delivery to the Company of a clean, irrevocable and unconditional Letter of Credit containing language substantially similar to the language contained in the form attached Schedule D hereto (with any changes to such language as Exhibit D running in favor of Lessor may be required to obtain regulatory approval) issued by a bank reasonably approved acceptable to the Company, and containing provisions acceptable to the insurance regulatory authorities having jurisdiction over the Company. Such Letter of Credit shall be issued for a period of not less than one year, and shall be automatically extended for one year from its date of expiration or any future expiration date unless sixty (60) days prior to any expiration date the issuing bank shall notify the Company by Lessorregistered mail that the issuing bank elects not to consider the Letter of Credit extended for any additional period, in which case Reinsurer shall deliver to the Company not less than 10 days prior to such expiration date an amount equal equivalent Letter of Credit issued by a bank acceptable to One the Company and One-Half times the then current Annual Base Rentinsurance regulatory authorities having jurisdiction over the Company. The Reinsurer shall pay for all costs, fees and expenses associated with the procurement and maintenance of such Letter of Credit. The Letter of Credit shall be irrevocable in an amount at least equal to 102% of the Reinsurer's Coinsurance reserve. At inception and at the end of each quarterly reporting period the Company shall prepare a specific statement of the Reinsurer's Coinsurance reserve for the term thereof and shall provide that it is automatically renewable for a period ending not earlier than sixty (60) days after the expiration sole purpose of the term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall have the right not to renew said Letter of Credit on written notice to Lessor not less than sixty (60) days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew amending the Letter of Credit. Within thirty (30) days after receipt of such a statement, Lessee the Reinsurer shall replace said Letter of Credit at least 30 days prior secure delivery to the stated expiration Company of the existing Letter of Credit. Lessee's failure an amendment to so replace the Letter of Credit shall be an immediate event to the amount equal to at least 102% of default without notice and opportunity to cure, occasioning the right of Lessor or any or its successorReinsurer's and assigns to draw down on the Coinsurance reserve. Such Letter of Credit in its entiretymay be drawn upon at any time, notwithstanding anything any other provisions of this Agreement, but only to be utilized by the Company or its successors in this Lease to interest for the contrary.following purposes: