Common use of Form of Letter of Credit Clause in Contracts

Form of Letter of Credit. The Letter of Credit shall be issued by a national bank acceptable to Landlord in its reasonable discretion with offices in the Denver Metropolitan Area that will accept and pay on any draw on the Letter of Credit. Tenant shall maintain the Letter of Credit for the entire Term, provided that Tenant may at any time substitute a cash Security Deposit for the Letter of Credit, and upon such substitution, Landlord shall return the Letter of Credit to Tenant. The Letter of Credit shall provide that it will be automatically renewed until 30 days after the Expiration Date unless the issuer provides Landlord with written notice of non-renewal at the notice address in the Lease at least 60 days prior to the expiration thereof. If, not later than 30 days prior to the expiration of the Letter of Credit, Tenant fails to furnish Landlord with a replacement Letter of Credit pursuant to this Section, Landlord shall have the right to draw the full amount of the Letter of Credit, and shall hold the proceeds of the Letter of Credit as a cash Security Deposit pursuant to Article 6 of the Existing Lease. The Letter of Credit shall expressly permit full and partial draws. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable by beneficiary to any transferee, successor and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the Denver Metropolitan Area) of a sight draft(s), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank without further inquiry or any other documentation or further action required of the bank, Landlord or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne by Tenant.

Form of Letter of Credit. The Letter of Credit shall: (i) be issued by (and at all times be drawable upon) a federally insured national bank approved by Landlord in writing in its reasonable discretion (and Landlord hereby approves of Xxxxx Fargo); (ii) be an irrevocable and unconditional standby Letter of Credit issued in the full amount of the required LOC Amount; (iii) be issued in the name of Landlord as beneficiary; (iv) have an initial term commencing on the date of issuance and ending no earlier than September 30, 2012; (v) state on its face that, notwithstanding the stated expiration date, the term of the Letter of Credit shall be issued automatically renewed for successive, additional one (1) year periods unless, at least sixty (60) days prior to any such date of expiration, the issuing bank shall have given written notice to Landlord, by a national bank acceptable to Landlord in its reasonable discretion with offices in the Denver Metropolitan Area certified mail, return receipt requested that will accept and pay on any draw on the Letter of Credit. Tenant shall maintain the Letter of Credit for the entire Term, provided that Tenant may at any time substitute will not be renewed; (vi) have a cash Security Deposit for the Letter final expiration date of Credit, and upon such substitution, Landlord shall return the Letter of Credit to Tenant. The Letter of Credit shall provide that it will be automatically renewed until 30 not less than sixty (60) days after the Expiration Date unless the issuer provides (as such may be adjusted for renewals and extensions); (vii) expressly provide that Landlord with written notice of non-renewal at the notice address in the Lease at least 60 days prior (and/or its successors and assigns) is entitled to the expiration thereof. If, not later than 30 days prior to the expiration of make one or more draws under the Letter of CreditCredit upon delivery to issuer of a sight draft (a “Draft”) in a banking office of issuer in Palo Alto, Tenant fails California (or such other location as is approved by Landlord in writing) and signed by a purported officer or authorized agent or representative of Landlord and certifying to furnish the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord with a replacement is entitled to draw upon the Letter of Credit pursuant to this Section, Landlord shall have in the right to draw the full amount of the draft submitted therewith; (viii) allow partial draws by Landlord at its discretion from time to time subject to the other provisions of this Section 2; (ix) provide that the Letter of CreditCredit will be honored by the issuing bank without inquiry as to the accuracy of the Draft or the authority of any person or party executing same and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically provide that it may be transferred by Landlord, and shall hold without cost to Landlord, to a subsequent owner of the proceeds Project (including a foreclosing mortgage lender) by written notice by the transferring Landlord/beneficiary to the issuer, at which time the issuer of the Letter of Credit as must be obligated to issue a cash Security Deposit pursuant to Article 6 of the Existing Lease. The new Letter of Credit shall expressly permit full on the identical terms to the transferee (naming the transferee as beneficiary) upon written request by such transferee and partial draws. The surrender of the previously issued Letter of Credit shall designate Landlord as beneficiary and shall Credit; (xi) remain in effect notwithstanding any assignment of this Lease or subletting by Tenant; (xii) be transferable by beneficiary subject to any transferee, successor and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord the International Standby Practices 1998 (or its assignee) upon presentation by such other recognized standards as Landlord to the issuing bank (at its offices in the Denver Metropolitan Area) of a sight draft(smay elect), together with and (xiii) otherwise be in a written statement executed by form satisfactory to Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank without further inquiry or any other documentation or further action required of the bank, Landlord or Tenant. All costs in its sole and expenses to obtain the Letter of Credit and all renewals shall be borne by Tenantabsolute discretion.

Form of Letter of Credit. The [ISSUING BANK] [Date] [Landlord’s Address] Re: Irrevocable Letter of Credit No. Applicant: [Tenant] Beneficiary: [Landlord] Gentlemen: By order of our client, [Tenant], [address of Tenant], we hereby open in your favor our clean irrevocable Letter of Credit No. for the aggregate sum of effective immediately and expiring at our [address of Bank] New York Office on or any automatically extended date. Funds under this Letter of Credit are available to you against presentation of your sight draft(s) drawn on us marked “drawn under Irrevocable Letter of Credit No. date [date of Letter of Credit]”. It is a condition of this Letter of Credit that it shall be issued deemed automatically extended without amendment for one year from the present or any future expiration date hereof, unless ninety (90) days prior to any such date we shall notify you by a national bank acceptable registered mail that we elect not to Landlord in its reasonable discretion with offices in consider this Letter of Credit renewed for any such additional period. Upon receipt by you of such notice, you may draw hereunder by means of your draft on us at sight, accompanied by the Denver Metropolitan Area that will accept and pay on any draw on the original Letter of Credit. Tenant shall maintain We shall, immediately after each presentation of the Letter of Credit for the entire Terma partial drawing, provided that Tenant may at any time substitute a cash Security Deposit for the Letter of Credit, and upon such substitution, Landlord shall return the this Letter of Credit to Tenant. The you, marking this Letter of Credit shall provide that it will be automatically renewed until 30 days after to show the Expiration Date unless amount paid by us and the issuer provides Landlord with written notice date of non-renewal at the notice address in the Lease at least 60 days prior to the expiration thereofsuch payment. If, not later than 30 days prior to the expiration of the Letter of Credit, Tenant fails to furnish Landlord with a replacement This Letter of Credit pursuant is transferable and may be transferred one or more times without cost to you upon presentation to us of a duly completed transfer instruction in the form annexed to this Section, Landlord shall have the right to draw the full amount of the Letter of Credit, and shall hold the proceeds of the Letter of Credit as a cash Security Deposit pursuant to Article 6 of the Existing Lease. The Letter of Credit shall expressly permit full and partial draws. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable by beneficiary to any transferee, successor and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the Denver Metropolitan Area) of a sight draft(s), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank without further inquiry or any other documentation or further action required of the bank, Landlord or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals the original Letter of Credit. We shall look solely to applicant for payment of the transfer fee. We shall, upon receipt of your request, amend this Letter of Credit to change your address. Such amendment shall not require applicant’s consent. We shall look solely to applicant for payment of any fee in connection with such amendment. If we receive your sight draft as mentioned above, in accordance with the terms and conditions of this credit, here at our [address], New York Office we will promptly honor the same. This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce Brochure No. 600, shall be borne deemed to be a contract made under, and as to matters not governed by Tenant.the UCP, shall be governed by and construed in accordance with the laws of the State of New York and applicable U.S. Federal Law. [Name of Bank] By: Authorized Signature Title: [ANNEX A TO BE ADDED BY ISSUING BANK, IF REQUIRED]

Form of Letter of Credit. [Letterhead of a money center bank acceptable to the Landlord] [Please note the tenant on this Letter of Credit must match the exact tenant entity in the Lease] [date] Cimpress USA Incorporated 000 Xxxxx Xxx Xxxxxxxxx, XX 00000 Attn: Ladies and Gentlemen: We hereby establish our Irrevocable Letter of Credit and authorize you to draw on us at sight for the account of Chiasma, Inc., a Delaware corporation (“Applicant”), the aggregate amount of Four Hundred Fifty Thousand and 00/100 Dollars (S450,OGO.QO). You shall have the right to make partial draws against this Letter of Credit from time to time. Funds under this Letter of Credit are available to the beneficiary hereof as follows: Any or all of the sums hereunder may be drawn down at any time and from time Jo time from and after the date hereof by Cimpress USA Incorporated, a Delaware corporation (“Beneficiary”) when accompanied by this Letter of Credit and a written statement signed by an individual purporting to be an authorized agent of Beneficiary, certifying that such moneys are due and owing to Beneficiary, and a sight draft executed and endorsed by such individual. This Letter of Credit is transferable in its entirety to any successor in interest to Beneficiary as lessee of 000 Xxxxx Xxxxxx, Waltham, Massachusetts. Should a transfer be desired, such transfer will be subject to the return to us of this advice, together with written instructions. Any fees related to such transfer shall be for the account of the Applicant. The amount of each draft must be endorsed on the reverse hereof by the negotiating bank. We hereby agree that this Letter of Credit shall be issued by a national bank acceptable to Landlord in its reasonable discretion with offices in duly honored upon presentation and delivery of the Denver Metropolitan Area that will accept and pay on any draw on the Letter of Creditcertification specified above. Tenant shall maintain the This Letter of Credit for shall expire [ ] [sixty (60) days following the entire expiration of the Sublease Term, provided that Tenant may at any time substitute a cash Security Deposit for ]. Notwithstanding the above expiration date of this Letter of Credit, and upon such substitution, Landlord shall return the Letter term of Credit to Tenant. The this Letter of Credit shall provide that it will be automatically renewed until 30 days after the Expiration Date unless the issuer provides Landlord with written notice of non-renewal at the notice address in the Lease for successive, additional one (1) year periods unless, at least 60 sixty (60) days prior to any such date of expiration, the expiration thereof. Ifundersigned shall give written notice to Beneficiary, not later than 30 days prior by certified mail, return receipt requested and at the address set forth above or at such other address as may be given to the expiration of the Letter of Creditundersigned by Beneficiary, Tenant fails to furnish Landlord with a replacement that this Letter of Credit pursuant to will not be renewed. If any instructions accompanying a drawing under this Section, Landlord shall have the right to draw the full amount of the Letter of Credit, and shall hold the proceeds of the Letter of Credit as request that payment is to be made by transfer to your account with another bank, we will only effect such payment by fed wire to a cash Security Deposit pursuant to Article 6 of U.S. regulated bank, and we and/or such other bank may rely on an account number specified in such instructions even if the Existing Leasenumber identifies a person or entity different from the intended payee. The This Letter of Credit shall expressly permit full is governed by the Uniform Customs and partial drawsPractice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication 500. The Letter Very truly yours, [NAME OF ISSUING BANK] By: Name: Title: EXHIBIT E Consent To Sublease Xxxxx Xxxxx Office Park THIS CONSENT TO SUBLEASE (“Consent”) dated as of Credit shall designate Landlord November 20, 2015, is made with reference to that certain sublease (the “Sublease”) dated November 20, 2015 and attached hereto as beneficiary Exhibit A, by and shall be transferable between Cimpress USA Incorporated (formerly known as Vistaprint USA, Incorporated), a Delaware corporation, with an address at 000 Xxxxx Xxxxxx, Waltham, Massachusetts 02451 (“Tenant”), and Chiasma, Inc., a Delaware corporation, with an address at 00 Xxxxx Xxxxxx, Suite 102, Newton, Massachusetts 02459 (“Subtenant”), and is entered into by beneficiary to any transfereeand among Tenant, successor Subtenant, and assign 275 Xxxxx LLC, a Delaware limited liability company (including any lender together with its successors and assigns, “Landlord”), with an address in care of Landlord) at no cost or expense to beneficiary. The Letter Xxxxx Xxxxx Management, LLC, 000 Xxxxx Xxxxxx Waltham, Massachusetts 02451-1209, Attention: Real Estate Manager, and joined in by 404 Xxxxx LLC, a Delaware limited liability company (together with its successors and assigns, “Parking Licensor”), with an address in care of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord Xxxxx Xxxxx Management, LLC, 000 Xxxxx Xxxxxx Waltham, Massachusetts 024511209, Attention: Real Estate Manager, with reference to the issuing bank (at its offices in the Denver Metropolitan Area) of a sight draft(s), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank without further inquiry or any other documentation or further action required of the bank, Landlord or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne by Tenant.following facts:

Form of Letter of Credit. Within five (5) business days after Landlord notifies Tenant of the Effective Date, Tenant shall deliver to Landlord, as security for the faithful performance of all of Tenant's obligations under this Lease, an irrevocable stand-by letter of credit (the "Letter of Credit") in the amount of Two Million Dollars ($2,000,000.00) for the account of Tenant and naming Landlord and Senior Lender severally as co-beneficiaries, or, if approved by Lender, naming Landlord as the sole beneficiary, (the named beneficiary or beneficiaries being hereinafter referred to as the "Beneficiary"), and issued by Xxxxx Fargo Bank, N.A., or other National Banking Association member satisfactory to Senior Lender (the "Issuer"). The Letter of Credit shall be issued by a national bank acceptable to Landlord in its reasonable discretion with offices substantially in the Denver Metropolitan Area that will accept form attached hereto as Exhibit B and pay shall additionally provide, on any terms satisfactory to Lender, for Landlord's assignment to Senior Lender of Landlord's rights to draw on under and to receive the proceeds of said Letter of CreditCredit and for Tenant's consent to the foregoing and acknowledgement of Senior Lender's reliance thereupon. Tenant shall maintain the Letter of Credit for in effect until August 1, 2005 (and the entire Term, provided that Tenant may at any time substitute a cash Security Deposit for the original Letter of Credit, and upon Credit shall be returned to Tenant promptly following such substitution, Landlord shall return date). If the Letter of Credit shall expire prior to Tenant. The said date, Tenant shall renew the Letter of Credit shall provide that it will be automatically renewed until 30 days after prior to its expiration or arrange for issuance of a new Letter of Credit in accordance with the Expiration Date unless terms hereof. If Tenant fails to give Senior Lender satisfactory evidence of renewal of the issuer provides Landlord with written notice Letter of non-renewal at the notice address in the Lease Credit or issuance of a new Letter of Credit at least 60 thirty (30) days prior to the expiration thereof. If, not later than 30 days prior to the expiration of the Letter of CreditCredit then in effect, Tenant fails to furnish Landlord with a replacement Letter of Credit pursuant to this Section, Landlord Beneficiary shall have the right be entitled to draw down the full amount of the Letter of CreditCredit and the amount so drawn ("Draw Proceeds"), and shall hold the proceeds of the Letter of Credit as although not a cash Security Deposit pursuant to Article 6 of the Existing Lease. The Letter of Credit shall expressly permit full and partial draws. The Letter of Credit shall designate Landlord as beneficiary and security deposit, shall be transferable held by beneficiary to any transferee, successor Senior Lender and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices applied in the Denver Metropolitan Areasame manner as set forth in Paragraph 33(f) of a sight draft(s), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank without further inquiry or any other documentation or further action required of the bank, Landlord or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne by Tenantbelow.

Form of Letter of Credit. The Letter of Credit shall be issued by ------------------------ a national bank acceptable to Landlord in its reasonable discretion discretion, with offices in the Denver Metropolitan San Francisco Bay Area that will accept and pay on any draw on the Letter of Credit. Tenant shall maintain the Letter of Credit for the entire Term, provided that Tenant may at any time substitute a cash Security Deposit for the Letter of Credit, and upon such substitution, Landlord shall return the Letter of Credit to Tenant. The Letter of Credit shall provide be issued for a term of at least twelve (12) months (with a term during the last year of the Lease Term of at least one full month following the expiration of the Lease Term) and shall be in a form and with such content acceptable to Landlord in its sole and absolute discretion. Any Letter of Credit that it will Tenant delivers to Landlord in replacement of an existing Letter of Credit shall be automatically renewed until 30 days after in an amount equal to the Expiration Date unless replaced Letter of Credit (prior to any draws but subject to any reductions under section 5.2 below) so that the issuer provides Landlord with written notice cash and Letter of non-renewal at Credit together equal the notice address amount of the Security Deposit specified in the Lease at least 60 days prior Lease. Any such replacement Letter of Credit shall be delivered to the expiration thereof. If, not and received by Landlord no later than 30 thirty (30) days prior to the expiration of the term of the Letter of Credit, Credit then in effect. If Tenant fails to furnish Landlord with deposit a replacement Letter of Credit pursuant to this Sectionor renew the expiring Letter of Credit, Landlord shall have the right to draw upon the expiring Letter of Credit for the full amount thereof after providing notice to Tenant that Landlord intends to draw on the Letter of Credit and hold the same as Security Deposit, unless Tenant provides a replacement for or extension to the expiring Letter of Credit prior to a draw by Landlord of the expiring Letter of Credit; provided, however, that if Landlord draws on such expiring Letter of Credit and Tenant provides a replacement Letter of Credit which meets the requirements of this section, Landlord shall promptly return to Tenant in cash that amount of the Letter of Credit, and shall hold the proceeds of the Letter of Credit as a cash Security Deposit pursuant to Article 6 of the Existing Leasethat had been drawn upon by Landlord. The Letter of Credit shall expressly permit full and partial draws. If for any reason the Letter of Credit does not permit partial draws, then Landlord shall have the right to make a full draw on the Letter of Credit, notwithstanding that the full amount may not be required to cure any default by Tenant. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable by beneficiary to any transferee, successor successor, and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the Denver Metropolitan San Francisco Bay Area) of a sight draft(s), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank without further inquiry or any other Other documentation or further action required of the bank, Landlord Landlord, or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne by Tenant. If the Letter of Credit is drawn upon by Landlord, Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to amount required under the Lease and this Addendum. At all times the Security Deposit, whether in the form of cash and/or Letter of Credit, shall be in the amount specified in the Lease. The use, application or retention of the Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law, it being intended that Landlord shall not first be required to use all or any part of the Letter of Credit or cash portion of the Security Deposit, and such use shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant shall not be entitled to any interest on the cash portion of the Security Deposit. The exercise of any rights of Landlord to the Security Deposit shall not constitute a waiver of nor relieve Tenant from any liability or obligation for any default by Tenant. If Landlord draws upon the entire amount of the Letter of Credit, Tenant may deliver a replacement Letter of Credit to Landlord, instead of depositing cash with Landlord, equal to the original amount of the Letter of Credit.

Form of Letter of Credit. Concurrent with the execution of this Lease, ------------------------ Tenant shall deliver to Landlord an irrevocable, unconditional standby letter of credit in the original face amount of One Million Eight Hundred Seventy-Five Thousand Dollars ($1,875,000) in the form attached hereto as Exhibit C (the --------- "Letter of Credit") to secure the full and faithful performance of each and every term and provision of this Lease to be performed by Tenant as set forth in Section 4.1 above. The Letter of Credit shall be issued by a national bank or financial institution ("Issuing Bank") which is acceptable to Landlord in its reasonable discretion with offices in the Denver Metropolitan Area that and which accepts deposits, maintains accounts, is FDIC insured and has a local Mountain View or San Francisco office which will accept and pay on any draw on negotiate the Letter of Credit. Tenant shall maintain the Letter of Credit for the entire Term, provided that Tenant may at any time substitute a cash Security Deposit for the Letter of Credit, and upon such substitution, Landlord shall return the Letter of Credit to Tenant. The Letter of Credit shall provide that it will be automatically renewed until 30 days after the Expiration Date unless the issuer provides permit full or partial draws by Landlord with written notice of non-renewal at the notice address or Landlord's assignee. Tenant shall pay all expenses, points or fees incurred by Tenant in the Lease at least 60 days prior to the expiration thereof. Ifobtaining, not later than 30 days prior to the expiration of maintaining and renewing the Letter of Credit. As provided in Section 4.1 above, Tenant fails to furnish Landlord with a replacement shall cause the Letter of Credit pursuant to remain in full force and effect during the entire term of this SectionLease and for a period of sixty (60) days following the expiration or earlier termination of this Lease (except in the case of termination of this Lease solely by reason of Landlord's material default hereunder). Provided this Lease has not expired or terminated, Tenant shall replace or renew the Letter of Credit from time to time at least thirty (30) days before its stated expiration date. Failure to so replace or renew the Letter of Credit shall constitute a default hereunder and Landlord shall have the right thereafter be entitled to draw the full amount of the Letter of Credit, Credit and shall hold the proceeds it as a cash security deposit. The terms of the Letter of Credit as a cash Security Deposit pursuant to Article 6 of the Existing Lease. The Letter of Credit shall expressly permit full and partial draws. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable by beneficiary to any transferee, successor and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the Denver Metropolitan Area) of a sight draft(s), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank without further inquiry or any other documentation or further action required of the bank, Landlord or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne is assignable by TenantLandlord, as beneficiary thereunder, to any transferee or assignee of Landlord's interest in the Premises who expressly assumes in writing Landlord's obligations under this Lease.

Form of Letter of Credit. The Letter of Credit shall be issued by a national bank acceptable to Landlord in its reasonable discretion discretion, with offices in the Denver Metropolitan San Francisco Bay Area that will accept and pay on any draw on the Letter of Credit. Tenant shall maintain the Letter of Credit for the entire Term, provided that Tenant may at any time substitute a cash Security Deposit for the Letter of Credit, and upon such substitution, Landlord shall return the Letter of Credit to Tenant. The Letter of Credit shall provide be issued for a term of at least twelve months (with a term during the last year of the Lease Term of at least one full month following the expiration of the Lease Term) and shall be in a form and with such content acceptable to Landlord in its sole and absolute discretion. Any Letter of Credit that it will /s/ /s/ ------------------- ----------------- Landlord's Initials Tenant's Initials Tenant delivers to Landlord in replacement of an existing Letter of Credit shall be automatically renewed until 30 days after in an amount equal to the Expiration Date unless replaced Letter of Credit (prior to any draws) so that the issuer provides Landlord with written notice cash and Letter of non-renewal at Credit together equal the notice address amount of the Security Deposit specified in the Lease at least 60 days prior Lease. Any such replacement Letter of Credit shall be delivered to the expiration thereof. If, not and received by Landlord no later than 30 thirty days prior to the expiration of the term of the Letter of Credit, Credit then in effect. If Tenant fails to furnish Landlord with deposit a replacement Letter of Credit pursuant to this Sectionor renew the expiring Letter of Credit, Landlord shall have the right to draw upon the expiring Letter of Credit for the full amount thereof and hold the same as Security Deposit; provided, however, that if Tenant provides a replacement Letter of Credit that meets the requirements of this section, Landlord shall promptly return to Tenant in cash that amount of the Letter of Credit, and shall hold the proceeds of the Letter of Credit as a cash Security Deposit pursuant to Article 6 of the Existing Leasethat had been drawn upon by Landlord. The Letter of Credit shall expressly permit full and partial draws. If for any reason the Letter of Credit does not permit partial draws, then Landlord shall have the right to make a full draw on the Letter of Credit, notwithstanding that the full amount may not be required to cure any default by Tenant. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable by beneficiary to any transferee, successor successor, and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the Denver Metropolitan San Francisco Bay Area) of a sight draft(s), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank without further inquiry or any other documentation or further action required of the bank, Landlord Landlord, or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne by Tenant.

Form of Letter of Credit. (a) The Letter of Credit shall be a clean, irrevocable, sight draft letter of credit in form and substance satisfactory to Lender in its sole and absolute discretion, issued to Lender by a national bank or another institution acceptable to Landlord Lender in its reasonable sole and absolute discretion with offices in the Denver Metropolitan Area that having a San Francisco, California branch office or a Los Angeles County, California branch office which will accept honor and pay on any draw on the Letter of Credit. Tenant shall maintain permit one or more draws upon the Letter of Credit for (the entire Term, provided that Tenant may at any time substitute a cash Security Deposit for the Letter of Credit, and upon such substitution, Landlord shall return the Letter of Credit to Tenant"Issuing Bank"). The Letter of Credit shall have an initial expiration date of no earlier than twelve (12) months after the issuance thereof and shall provide that it shall be automatically and continually renewed on an "evergreen" basis subject to customary "evergreen" terms and conditions which are satisfactory to Lender. Drawings under the Letter of Credit shall be by clean sight draft, without documents. The Letter of Credit shall be unconditional, irrevocable, and transferable, shall permit partial drawings, shall be governed by New York law, and the issuer, terms and other features shall be subject to the approval of Lender in its sole and absolute discretion. Unless the Letter of Credit has automatically renewed or extended and Lender has not received notice from the Issuing Bank that the Letter of Credit will not be automatically renewed until 30 days after the Expiration Date unless the issuer provides Landlord with written notice of non-renewal at the notice address in the Lease or extended, at least 60 thirty (30) days prior to the expiration thereof. If, not later than 30 days prior to the any expiration of the Letter of Credit, Tenant fails or any subsequent Letter of Credit, Borrower shall deliver to furnish Landlord with Lender a renewal or replacement of the Letter of Credit pursuant which shall be identical to the original Letter of Credit in all respects except (i) the expiration date and (ii) the LC Amount if the LC Amount is otherwise permitted to have been reduced in accordance with this Section, Landlord shall have the right Agreement. Borrower's failure to draw the full amount deliver such renewal or replacement of the Letter of Credit, or any subsequent Letter of Credit, within the time period and in the manner specified in the immediately preceding sentence shall constitute an LOC Event of Default (as hereinafter defined), and Lender may at its option and without giving notice to Borrower immediately draw upon such Letter of Credit the full amount of such Letter of Credit (or such lesser amount as Lender shall determine in its sole and absolute discretion, which shall not be deemed a waiver of Lender's right to make future draws), and hold and apply the proceeds as provided in Section 6(b). Any renewal or replacement of the Letter of Credit as a cash Security Deposit pursuant which is issued on or after the date which is nine (9) months prior to Article 6 the Maturity Date shall have an expiration date not earlier than three (3) months after such Maturity Date. Lender acknowledges that the form and substance, and issuer, of the Existing Lease. The letter of credit a copy of which is attached hereto as Exhibit A complies with the requirements for the initial Letter of Credit shall expressly permit full and partial draws. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable required by beneficiary to any transferee, successor and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the Denver Metropolitan Area) of a sight draft(s), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank without further inquiry or any other documentation or further action required of the bank, Landlord or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne by Tenantthis Agreement.

Form of Letter of Credit. The Letter of Credit shall be issued by a national bank acceptable to Landlord in its reasonable discretion discretion, with offices in the Denver Metropolitan San Francisco Bay Area that will accept and pay on any draw on the Letter of Credit. Tenant shall maintain the Letter of Credit for the entire Term, provided that Tenant may at any time substitute a cash Security Deposit for the Letter of Credit, and upon such substitution, Landlord shall return the Letter of Credit to Tenant. The Letter of Credit shall provide be issued for a term of at least twelve months (with a term during the last year of the Lease Term of at least one full month following the expiration of the Lease Term) and shall be in a form and with such content acceptable to Landlord in its sole and absolute discretion. Any Letter of Credit that it will /s/ /s/ Landlord’s Initials Tenant’s Initials Tenant delivers to Landlord in replacement of an existing Letter of Credit shall be automatically renewed until 30 days after in an amount equal to the Expiration Date unless replaced Letter of Credit (prior to any draws) so that the issuer provides Landlord with written notice cash and Letter of non-renewal at Credit together equal the notice address amount of the Security Deposit specified in the Lease at least 60 days prior Lease. Any such replacement Letter of Credit shall be delivered to the expiration thereof. If, not and received by Landlord no later than 30 thirty days prior to the expiration of the term of the Letter of Credit, Credit then in effect. If Tenant fails to furnish Landlord with deposit a replacement Letter of Credit pursuant to this Sectionor renew the expiring Letter of Credit, Landlord shall have the right to draw upon the expiring Letter of Credit for the full amount thereof and hold the same as Security Deposit; provided, however, that if Tenant provides a replacement Letter of Credit that meets the requirements of this section, Landlord shall promptly return to Tenant in cash that amount of the Letter of Credit, and shall hold the proceeds of the Letter of Credit as a cash Security Deposit pursuant to Article 6 of the Existing Leasethat had been drawn upon by Landlord. The Letter of Credit shall expressly permit full and partial draws. If for any reason the Letter of Credit does not permit partial draws, then Landlord shall have the right to make a full draw on the Letter of Credit, notwithstanding that the full amount may not be required to cure any default by Tenant. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable by beneficiary to any transferee, successor successor, and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the Denver Metropolitan San Francisco Bay Area) of a sight draft(s), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank without further inquiry or any other documentation or further action required of the bank, Landlord Landlord, or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne by Tenant.

Form of Letter of Credit. The [ISSUING BANK NAME] IRREVOCABLE STANDBY LETTER OF CREDIT NO. _ DATE: BENEFICIARIES: APPLICANT: Long Island Power Authority [ ] And Long Island Lighting Company d/b/a/ LIPA c/o Long Island Power Authority 000 Xxxxx Xxxxxxxx Boulevard, Suite 403 Uniondale, New York 11553 Attn: Vice President, Power Markets INITIAL AMOUNT: USD $ DATE OF EXPIRY: On the Expiration Date (as hereinafter defined), as the same may be extended from time to time pursuant to the terms hereof PLACE OF EXPIRY: At our Counters We hereby issue in your favor our Irrevocable Standby Letter of Credit No. (this “Letter of Credit”) for the account of [ ](the “Applicant”), on behalf of [ ] (“Fuel Manager”)], in the aggregate stated amount not to exceed AND /100 US DOLLARS (US$ ) (as the same may be reduced from time to time as a result of draws made pursuant to the provisions of this Letter of Credit, the “Available Amount”), effective immediately and expiring at 5:00 p.m., New York, New York, time, on the Expiration Date (as hereinafter defined) at our counters at [ ]. This Letter of Credit shall be issued by of no further force or effect upon the close of business on [ , ] (or, if such day is not a national bank acceptable to Landlord in its reasonable discretion with offices in the Denver Metropolitan Area that will accept and pay on any draw Business Day (as hereinafter defined), on the Letter of Credit. Tenant shall maintain next preceding Business Day (the “Expiration Date”)); provided, however, that this Letter of Credit may be extended at the written request of the Applicant but at our option for a period of one or more years per extension, effective upon the entire Term, provided that Tenant may at any time substitute a cash Security Deposit for the Letter of Credit, and upon such substitution, Landlord shall return the Letter of Credit to Tenant. The Letter of Credit shall provide that it will be automatically renewed until 30 days after the then applicable Expiration Date unless (each such extended expiration date being referred to as the issuer provides Landlord with “New Expiration Date”) upon written notice of non-renewal at the such extension given by us to you. Such notice address in the Lease at least 60 of extension must be given not less than ten (10) days prior to the expiration thereofExpiration Date or any New Expiration Date and if such notice of extension is not given at such time, this Letter of Credit expires on the Expiration Date or any New Expiration Date. IfFor the purposes hereof, “Business Day” shall mean any day on which commercial banks are not later than 30 days authorized or required to close in New York, New York. Subject to the terms and conditions herein, funds under this Letter of Credit are available to you by presentation in strict compliance on or prior to 5:00 p.m., New York, New York time, on or prior to the expiration of the Letter of Credit, Tenant fails to furnish Landlord with a replacement Letter of Credit pursuant to this Section, Landlord shall have the right to draw the full amount of the Letter of Credit, and shall hold the proceeds of the Letter of Credit as a cash Security Deposit pursuant to Article 6 of the Existing Lease. The Letter of Credit shall expressly permit full and partial draws. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable by beneficiary to any transferee, successor and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the Denver Metropolitan Area) of a sight draft(s), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank without further inquiry Expiration Date or any other documentation or further action required of the bank, Landlord or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne by Tenant.New Expiration Date at our counters of:

Form of Letter of Credit. The Letter of Credit shall be issued ------------------------ by a national bank acceptable to Landlord in its reasonable discretion discretion, with offices in the Denver Metropolitan San Francisco Bay Area that will accept and pay on any draw on the Letter of Credit. Tenant shall maintain the Letter of Credit for the entire Term, provided that Tenant may at any time substitute a cash Security Deposit for the Letter of Credit, and upon such substitution, Landlord shall return the Letter of Credit to Tenant. The Letter of Credit shall provide be issued for a term of at least twelve months (with a term during the last year of the Lease Term of at least one full month following the expiration of the Lease Term) and shall be in a form attached hereto as Exhibit F-1 or such other form with such content acceptable to Landlord in its sole and absolute discretion. Any Letter of Credit that it will Tenant delivers to Landlord in replacement of an existing Letter of Credit shall be automatically renewed until 30 days after in an amount equal to the Expiration Date unless replaced Letter of Credit (prior to any draws) so that the issuer provides Landlord with written notice cash and Letter of non-renewal at Credit together equal the notice address amount of the Security Deposit specified in the Lease at least 60 days prior Lease. Any such replacement Letter of Credit shall be delivered to the expiration thereof. If, not and received by Landlord no later than 30 thirty days prior to the expiration of the term of the Letter of Credit, Credit then in effect. If Tenant fails to furnish Landlord with deposit a replacement Letter of Credit pursuant to this Sectionor renew the expiring Letter of Credit, Landlord shall have the right to draw upon the expiring Letter of Credit for the full amount thereof and hold the same as Security Deposit; provided, however, that if Tenant provides a replacement Letter of Credit that meets the requirements of this section, Landlord shall promptly return to Tenant in cash that amount of the Letter of Credit, and shall hold the proceeds of the Letter of Credit as a cash Security Deposit pursuant to Article 6 of the Existing Leasethat had been drawn upon by Landlord. The Letter of Credit shall expressly permit full and partial draws. If for any reason the Letter of Credit does not permit partial draws, then Landlord shall have the right to make a full draw on the Letter of Credit, notwithstanding that the full amount may not be required to cure any default by Tenant. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable by beneficiary to any transferee, successor successor, and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the Denver Metropolitan San Francisco Bay Area) of a sight draft(s), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank bank, upon notice to Tenant as described in Section 29 of this Lease. The amount of the draw requested by Landlord shall then be payable without further inquiry or any other documentation or further action required of the bank, Landlord Landlord, or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne by Tenant.

Form of Letter of Credit. (Letterhead of a money center bank acceptable to the Lessor) , 2002 GATEWAY CENTER, LLC c/o Boston Properties Limited Partnership Four Xxxxxxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxx Xxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xx. Xxxxxx Xxxxxx Ladies and Gentlemen: We hereby establish our Irrevocable Letter of Credit and authorize you to draw on us at sight for the account of D-NOVO THERAPEUTICS, INC., a Delaware corporation (“Company”), the aggregate amount of One Hundred Eleven Thousand One Hundred Seventy-One and 06/100 Dollars ($111,171.06). Funds under this Letter of Credit are available to the beneficiary hereof as follows: Any or all of the slims hereunder may be drawn down at any time and from time to time from and after the date hereof by Gateway Center, LLC, a Delaware limited liability company By: Its: By: Its: (“Beneficiary”) when accompanied by this Letter of Credit and a written statement signed by a representative of Beneficiary, certifying that Company is in default under the terms of its lease with Beneficiary and such moneys are due and owing to Beneficiary. This Letter of Credit is transferable in its entirety. Should a transfer be desired, such transfer will be subject to the return to us of this advice, together with written instructions. The amount of each draft must be endorsed on the reverse hereof by the negotiating bank. We hereby agree that this Letter of Credit shall be issued by a national bank acceptable to Landlord in its reasonable discretion with offices in duly honored upon presentation and delivery of the Denver Metropolitan Area that will accept and pay on any draw on the Letter of Creditcertification specified above. Tenant shall maintain the EXHIBIT G This Letter of Credit for shall expire on . Notwithstanding the entire Term, provided that Tenant may at any time substitute a cash Security Deposit for the above expiration date of this Letter of Credit, and upon such substitution, Landlord shall return the Letter term of Credit to Tenant. The this Letter of Credit shall provide that it will be automatically renewed until 30 days after the Expiration Date unless the issuer provides Landlord with written notice of non-renewal at the notice address in the Lease for successive, additional one (1) year periods unless, at least 60 thirty (30) days prior to any such date of expiration, the expiration thereof. Ifundersigned shall give written notice to Beneficiary, not later than 30 days prior by certified mail, return receipt requested and at the address set forth above or at such other address as may be given to the expiration of the Letter of Creditundersigned by Beneficiary, Tenant fails to furnish Landlord with a replacement that this Letter of Credit pursuant to this Section, Landlord shall have the right to draw the full amount of the Letter of Credit, and shall hold the proceeds of the will not be renewed. This Letter of Credit as a cash Security Deposit pursuant to Article 6 of is governed by the Existing Lease. The Letter of Credit shall expressly permit full Uniform Customs and partial draws. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable by beneficiary to any transferee, successor and assign Practice for Documentary Credits (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the Denver Metropolitan Area) of a sight draft(s1993 Revision), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the LeaseInternational Chamber of Commerce Publication 500. The amount Very truly yours, (Name of the draw requested by Landlord shall be payable by the bank without further inquiry or any other documentation or further action required of the bank, Landlord or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne by Tenant.Issuing Bank) By: EXHIBIT G

Form of Letter of Credit. The Letter At the election of Credit Landlord's lender, in lieu of delivering to Landlord the portion of the Security Deposit equal to one-half (1/2) of the Additional Contribution as required in PARAGRAPH 4.4 above Tenant may deliver to Landlord an unconditional, irrevocable and renewable letter of credit in the principal amount of one-half (1/2) of the Additional Contribution ("LETTER OF CREDIT") in favor of Landlord in the form attached hereto as EXHIBIT "F," or such other form as Landlord shall be approve in its sole discretion, and issued by a national bank acceptable to Landlord Landlord's lender, as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. Except as otherwise provided herein, Tenant shall pay all expenses, points and/or fees incurred by Tenant in its reasonable discretion with offices in the Denver Metropolitan Area that will accept and pay on any draw on obtaining the Letter of Credit. Tenant shall maintain the Letter of Credit for the entire Term, provided that Tenant may at any time substitute a cash Security Deposit for the Letter of Credit, and upon such substitution, Landlord shall return the Letter of Credit to Tenant. The Letter of Credit shall provide state that an authorized officer or other representative of Landlord may make demand on Landlord's behalf for the principal amount of the Letter of Credit, or any portion thereof, and that the issuing bank must immediately honor such demand, without qualification or satisfaction of any conditions, except the proper identification of the party making such demand and presentation of a written statement signed by Landlord, certifying, under penalty of perjury, that such moneys are due and owing to Landlord as a result of Tenant's default under this Lease. In addition, the Letter of Credit shall indicate that it is transferable in its entirety by Landlord as beneficiary to Landlord's successor in interest as owner of the Building and that upon receiving written notice of transfer, and upon presentation to the issuer of the original Letter of Credit, the issuer will be automatically renewed until 30 reissue the Letter of Credit naming such transferee as the beneficiary at Landlord's sole expense. If the term of the Letter of Credit held by Landlord will expire prior to thirty (30) days after the Expiration Date unless last day of the issuer provides Landlord with written notice Term and it is not extended, or a new Letter of non-renewal at the notice address in the Lease at least 60 days prior to the expiration thereof. IfCredit for an extended period of time is not substituted, not later than 30 within thirty (30) days prior to the expiration of the Letter of Credit, Tenant fails then Landlord shall be entitled to furnish Landlord with a replacement make demand for the principal amount of said Letter of Credit pursuant and, thereafter, to hold such funds as the Security Deposit. The Letter of Credit shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this SectionLease and may be used or applied by Landlord to any Tenant default in the same manner as the Security Deposit hereunder. If any portion of the Letter of Credit proceeds are so used or applied, Tenant shall, within ten (10) days after demand therefor, post an additional Letter of Credit in an amount to cause the aggregate amount of the unused proceeds and such new Letter of Credit to equal the full principal amount required in this paragraph. Landlord shall have not be required to keep any proceeds from the right to draw Letter of Credit separate from its general funds. Should Landlord sell its interest in the full amount Premises during the Term and if Landlord deposits with the purchaser thereof the Letter of Credit or any proceeds of the Letter of Credit, and shall hold the proceeds of the Letter of Credit as a cash Security Deposit pursuant to Article 6 of the Existing Lease. The Letter of Credit shall expressly permit full and partial draws. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable by beneficiary to any transferee, successor and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the Denver Metropolitan Area) of a sight draft(s), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by thereupon Landlord shall be payable by the bank without discharged from any further inquiry or any other documentation or further action required of the bank, Landlord or Tenant. All costs and expenses liability with respect to obtain the Letter of Credit and all renewals shall be borne by Tenantsaid proceeds.

Form of Letter of Credit. In addition to its primary ------------------------ obligations under this Lease and as part of the Security Deposit required above, Tenant shall, within three (3) days after the satisfaction of the Loan Commitment Condition, and continuing throughout the Lease Term, provide security against a default by Tenant under this Lease by delivering to Landlord an unconditional, irrevocable, standby letter of credit ("LC"), naming Landlord as the payee thereunder, with terms as described in more detail below. The Letter of Credit LC shall be initially be in an amount equal to One Million Five Hundred Thousand Dollars ($1,500,000.00), which amount shall be increased to Three Million One Hundred Ten Thousand Dollars ($3,110,000.00) no later than three (3) days after the Commencement Date. The LC shall be issued by a national money center bank (a bank which accepts deposits, maintains accounts, has a local San Diego, Orange County, or Los Angeles office which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord, and shall be in a form and content reasonably acceptable to Landlord in its reasonable discretion with offices and in the Denver Metropolitan Area that will accept and pay on any draw on the Letter of Credit. Tenant shall maintain the Letter of Credit for the entire Term, provided that Tenant may at any time substitute a cash Security Deposit for the Letter of Credit, and upon such substitution, Landlord shall return the Letter of Credit to Tenantform required hereunder. The Letter LC shall be drawable by Landlord upon presentation of Credit shall provide that it will be automatically a sight draft or demand to the LC issuer. Landlord may present such a sight draft or demand if (1) the LC has not been renewed until 30 days after the Expiration Date unless the issuer provides Landlord with written notice of non-renewal at the notice address in the Lease at least 60 and replaced by Tenant by thirty (30) days prior to the expiration thereof. Ifdate of the then effective LC, or (2) Tenant commits a default under the Lease and has not later than 30 either (A) timely cured the same, as provided herein, or (B) prior to thirty (30) days prior to the expiration of the Letter LC, whichever occurs first, cured the same; provided, however, proceeds of Creditthe drawn LC shall be applied to damages or charges to which Landlord is entitled under the Lease as a result of Tenant's default. The LC is not intended to represent liquidated damages for Tenant's default, Tenant fails but only a mechanism for paying the damages or charges to furnish which Landlord with a replacement Letter of Credit pursuant to this Sectionmay be entitled. If allowed by the issuing bank, Landlord shall have be entitled, at Landlord's sole cost and expense, to grant a security interest in, or make a collateral assignment of, Landlord's rights under the right to draw the full amount of the Letter of Credit, and shall hold the proceeds of the Letter of Credit as a cash Security Deposit pursuant to Article 6 of the Existing Lease. The Letter of Credit shall expressly permit full and partial draws. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable by beneficiary to any transferee, successor and assign (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation LC in connection with mortgage indebtedness incurred by Landlord to the issuing bank (at its offices a bona fide third-party institutional lender in the Denver Metropolitan Area) an arm's-length transaction; provided, however, that any grantee of a sight draft(s), together with security interest or assignee of a written statement executed by Landlord stating collateral assignment acknowledges in writing that the amount requested LC is due Landlord under bound by the terms of this Lease. The amount of Tenant shall otherwise pay all expenses, points, and/or fees incurred in obtaining the draw requested by Landlord shall be payable by the bank without further inquiry or any other documentation or further action required of the bank, Landlord or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne by TenantLC.

Form of Letter of Credit. The (On Letterhead of Issuing Bank) Date Credit Number: (Insert Number) Expiration Date: (Insert Date) Beneficiary: Applicant: United Artists Theatre Circuit, Inc. Gentlemen: We hereby establish our irrevocable letter of credit (the "Credit") in favor of United Artists Theatre Circuit, Inc., a Maryland corporation ("UATC"), in the aggregate amount of $ U.S. Currency ( Dollars). All or any part of the Credit is available by sight draft or drafts drawn on us by you. Such draft or drafts must be accompanied by a statement, signed by an officer or agent of UATC, to the effect that the amount drawn herewith represents funds which UATC is entitled to draw from this Credit pursuant to Section 2.6 of that certain Purchase Agreement dated October , 2005, by and between UATC and Boardwalk Ventures, LLC, a Louisiana limited liability company. All documents presented to us in connection with any demand for payment hereunder, as well as all notices and other communications to us in respect of this Credit, shall be in writing and shall make specific reference to this Credit by number. All drafts must be marked "Drawn under (Insert Name of Issuing Bank) Credit No. (Insert Number)." We hereby agree that drafts drawn under and in compliance with the terms of this Credit will be honored upon presentation and delivery of drafts as specified, without inquiry by us into the accuracy of any of the statements contained in any of such drafts, if presented at this office, (Insert Address of Issuing Bank as Shown on Letterhead). This Letter of Credit shall be issued by a national bank acceptable to Landlord in its reasonable discretion with offices in the Denver Metropolitan Area that will accept and pay on any draw on the Letter of Credit. Tenant shall maintain the Letter of Credit for the entire Term, provided that Tenant may at any time substitute a cash Security Deposit for the Letter of Credit, and upon such substitution, Landlord shall return the Letter of Credit to Tenant. The Letter of Credit shall provide that it will be automatically renewed until 30 days after for a one year period upon the Expiration Date expiration date set forth above and upon each anniversary of such date, unless the issuer provides Landlord with written notice of non-renewal at the notice address we notify you in the Lease writing by registered mail, at least 60 thirty (30) days prior to the such expiration thereof. If, not later than 30 date or at least thirty (30) days prior to the expiration of the period for which this Letter of Credit is renewed, that we elect not to so renew this Letter of Credit. Upon renewal, Tenant fails to furnish Landlord with a replacement we will notify you in writing that this Letter of Credit pursuant to this Section, Landlord has been automatically renewed. UATC shall have the right to draw assign this Credit by providing written notice thereof to us to the full amount following address: This Credit is subject to the Uniform Customs and Practice for documentary Credits (1983 Revision), International Chamber of Commerce Publication No. 400 (the "Uniform Customs"). This Credit shall be deemed to be a contract made under the laws of the Letter State of Credit(Insert State in Which Issuing Bank's Principal Place of Business is Located) and shall, as to matters not governed by the Uniform Customs, be governed by and construed in accordance with the laws of such State. (INSERT IDENTIFICATION OF AND EXECUTION BY ISSUING BANK) Exhibit "F" Form of Guaranty [To be attached] Exhibit "G" Form of Owned Theater Deed [To be attached] Exhibit "H" Form of Assignment and Assumption Agreement and Form of Hattiesburg Assignment and Assumption Agreement ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Agreement") is made as of this day of , 2005 (the "Effective Date"), by and between , a corporation ("Assignor"), and shall hold the proceeds of the Letter of Credit as , a cash Security Deposit pursuant to Article 6 of the Existing Lease. The Letter of Credit shall expressly permit full and partial draws. The Letter of Credit shall designate Landlord as beneficiary and shall be transferable by beneficiary to any transferee, successor and assign corporation (including any lender of Landlord) at no cost or expense to beneficiary. The Letter of Credit shall provide that it may be drawn by Landlord (or its assignee) upon presentation by Landlord to the issuing bank (at its offices in the Denver Metropolitan Area) of a sight draft(s"Assignee"), together with a written statement executed by Landlord stating that the amount requested is due Landlord under the Lease. The amount of the draw requested by Landlord shall be payable by the bank without further inquiry or any other documentation or further action required of the bank, Landlord or Tenant. All costs and expenses to obtain the Letter of Credit and all renewals shall be borne by Tenant.