Common use of Letter of Credit Clause in Contracts

Letter of Credit. (a) On or prior to the Issue Date, the Company shall obtain the Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. 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 16.01 prior to such

Letter of Credit. (a) On or prior Concurrently with the initial delivery of the Bonds pursuant to the Issue DateIndenture, the Company shall obtain cause the initial Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Letter of Credit Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent The Company shall withdraw from take whatever action may be necessary to maintain the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on (or a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any renewals, extensions or replacements referred to below, for transfer fees required by the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements Bank upon any transfer of the Letter of Credit as necessary to ensure that any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit shall not expire prior to or the LC Expiration issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date (unless on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have been reduced no responsibility to zero in accordance obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the terms contained in this Section 16.01 prior delivery of, or failure to suchdeliver, a Substitute Letter of Credit.

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$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) On or to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middleby. The Letter of Credit shall be for a term of not less than one (1) year, shall allow for automatic one year extensions of the term and shall 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 not to extend the Issue Date, the Company shall obtain term of the Letter of Credit. On each of If the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements term of the Letter of Credit as necessary expires prior to ensure that the date forty-five (45) days after the maturity date of the Note, Middleby shall provide a replacement Letter of Credit not less than fifteen (15) days prior to the expiration of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit shall is not expire renewed at least fifteen (15) days prior to any date of termination, the LC Expiration Date (unless Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; 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 been reduced the right to zero in accordance with draw on the terms contained in this Section 16.01 prior to suchLetter 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. On any Disclosure Date (a) On or prior to as defined in the Issue DateNotes), the Company shall obtain an irrevocable letter of credit (the "Letter of Credit. On each "), in the amount of $5,000,000 issued in favor of Castlerigg (the first four Interest Payment Dates, the "LC Agent") by a bank acceptable to such LC Agent shall withdraw from (the "Letter of Credit Bank") and in form and substance acceptable to such LC Agent. Subject to the last three sentences of this Section 4(r), the Letter of Credit an amount equal to shall expire not earlier than 91 days after the aggregate interest amount due on such Interest Payment Maturity Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by (the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the "LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(sExpiration Date"). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon Upon the occurrence and during the continuance of an Event of Default of which under (and as defined in) the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided thereinNotes, then the Trustee, as the LC Agent, Agent shall be entitled to draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, 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 apply hold such amount as collateral security for the proceeds from such draw in accordance with Section 7.10 hereofobligations 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 16.01 4(r) prior to suchsuch 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 of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit. Following a Withdrawal Event, the LC Agent shall be entitled to draw down the Letter of Credit Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Notes) and hold such amount as collateral security for the obligations under the Notes for the benefit of the Buyers.

Letter of Credit. From and including the Closing Date until the third anniversary of the Closing Date or the end of the 39th month after the Closing Date (aor such earlier date as payment has been made pursuant to 8.4(e)(iii)(G)) On if, as of the third anniversary thereof, (i) no final determination of Post True-Up EHS Damages has been made, or (ii) if such a determination has been made and the Purchaser is entitled to payment pursuant to 8.4(e)(iii)(G), but such payment is not received prior to the Issue Datesuch date (such date, the Company "L/C Expiration Date"), Xxxxx X. ------------------- Xxxxxxxx and Xxxxxx XxXxxxxx shall obtain the Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter cause one or more Qualifying Letters of Credit to be issued (and, at all relevant times, maintained) in an aggregate principal amount equal to the aggregate interest amount due on such Interest Payment Date Adjusted Cap. The term "Qualifying Letter of -------------------- Credit" means a letter of credit which is (a) irrevocable, (b) is issued by a ------ reputable and solvent bank with assets of at least $2 billion, (c) shall specifically provide that it secures the Shareholders' obligations pursuant to Article VIII, (d) shall specifically provide that the issuing bank shall pay to the Holders on a pro rata basis based on Purchaser Indemnified Persons, immediately after the Principal Amount failure of the Notes held any Shareholder to pay any amount to any such Person when due as required by the Holders. Notwithstanding the foregoingthis Agreement and (e) shall remain outstanding until, if any Holder and shall convert all or any portion of its Notes on or not mature prior to September 30, 2009to, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s)L/C Expiration Date. The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. 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 Nothing contained in this Section 16.01 8.6(c) shall in any way abrogate the liability of the Shareholders under Article VIII for a breach of the representations and warranties set forth herein. The Purchaser agrees (a) to draw upon each such Letter of Credit on an equal basis (unless, for any reason, either of the Qualifying Letters of Credit shall cease to be available before the L/C Expiration Date or the Adjusted Cap has been exhausted) and (b) to pay the reasonable bank fee (up to an aggregate amount equal to 2% of the face value of the Qualifying Letters of Credit per year) payable in respect of the Qualifying Letters of Credit. The parties hereto agree and use all commercially reasonable efforts to ensure that all procedures set forth herein with respect to determining Post True-Up EHS Damages shall be finalized and any payments required to be made pursuant to Section 8.4(e)(iii)(G) shall be made prior to suchthe L/C Expiration Date.

Letter of Credit. TRS shall obtain and maintain a letter of ---------------- credit, in favor of Ryder, in the amount of two and one half million dollars (a) On or prior to the Issue Date$2,500,000.00), the Company issuer or confirming bank of which will be a bank reasonably acceptable to Ryder and the terms of which shall obtain be substantially in accordance with the form attached hereto as Exhibit A (the "Letter of Credit. On each ") which may be drawn by Ryder in the event of Material Breach by TRS under clause 9(a)(i) of this Agreement or any of the first four Interest Payment Datesother agreements between the parties of even date herewith entitled Vehicle Maintenance Agreement, Used Truck Sales Agreement, or Administrative Services Agreement as any of them may be amended from time to time or as otherwise provided in Schedule 9.6(c) of the LC Agent Asset Purchase Agreement. Such Letter of Credit shall withdraw from be for a term of at least one year. One master $2.5 million letter of credit which complies with the terms of this paragraph shall constitute the Letter of Credit an amount equal under each of the foregoing listed agreements ("Support Agreements"). TRS shall be obligated to promptly replace the Letter of Credit or restore it to its full amount, respectively, should Ryder draw such Letter of Credit in full or in part due to the aggregate interest amount due on such Interest Payment Date to the Holders on occurrence of a pro rata basis based on the Principal Amount of the Notes held by the HoldersMaterial Breach under this Agreement. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Notwithstanding the foregoing, if any Holder shall convert all TRS may terminate, or any portion of its Notes on or prior to September 30, 2009not renew, the LC Agent Letter of Credit after the first anniversary of the date hereof, if it is not in default of this Agreement at such time; provided, however, that should TRS, after such time either (i) commit a Material Breach of this Agreement due to failure to pay charges due hereunder or under any Support Agreement (except, if prevented by a force majeure under Section 11(c) below or (ii) twice within a twelve month period, fail to timely pay charges due hereunder or under any Support Agreement (except, if prevented by a force majeure under Section 11(c) below), then TRS shall (again be obligated to obtain and maintain the Company shall give the LC Agent written instructions to) withdraw an amount equal Letter of Credit pursuant to the Interest Make-Whole with respect first two sentences of the previous paragraph, and to promptly replace the Letter of Credit or restore it to its full amount, respectively, should Ryder draw such Letter of Credit in full or in part due to the Principal Amount so converted and shalloccurrence of a Material Breach under this Agreement. If, within one (1) Business Dayhowever, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance following twelve months TRS timely pays all charges coming due hereunder, and is not at such time otherwise in default of an Event of Default of which the Trustee has notice and the Notes have been accelerated this Agreement, or in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided thereinbankruptcy, then the TrusteeTRS may again terminate, as the LC Agentor not renew, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred and TRS's obligations hereunder to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of the Letter of Credit as necessary to ensure that maintain the Letter of Credit shall not expire prior cease, subject 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 16.01 prior to suchlast stated proviso above.

Letter of Credit. (a) On or prior to the Issue Date, the Company shall obtain the Letter of Credit. On each Within XXXX after Bank notifies Retailer that it is in breach of the first four Interest Payment DatesFinancial Covenant(s) contained in Appendix B and provided that Retailer has not remedied such breach during such XXXX period by providing evidence reasonably acceptable to Bank that the applicable Financial Covenant(s) has been cured before the end of such XXXX period, the LC Agent Retailer shall withdraw from the deliver to Bank an Eligible Letter of Credit an in the amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of the Letter of Credit as necessary Amount. If, at any time, an event shall occur which would cause any Letter of Credit previously delivered to ensure that Bank to cease to be an Eligible Letter of Credit or no longer be in an amount equal to or greater than the Letter of Credit Amount (including without limitation, as a result of increased aggregate Net Program Sales during the Term), within XXXX of the earlier of (i) the date on which Retailer first learns of the occurrence of such event; or (ii) the date on which Retailer first receives notice thereof from Bank, Retailer shall not expire prior cause a substitute Eligible Letter of Credit to the LC Expiration Date (unless be issued and delivered to Bank in a face amount equal to or greater than the Letter of Credit Amount. On or before XXXX prior to the expiration of each Letter of Credit provided to Bank, Retailer shall cause a substitute Eligible Letter of Credit to be issued and delivered to Bank in a face amount equal to or greater than the Letter of Credit Amount. The obligations under this Section shall apply at all times until a day XXXX after the expiration of the Agreement at which time, Bank shall surrender any outstanding Letter of Credit to Retailer and return any balance in the Collateral Account to Retailer. [Portions of this Section have been reduced omitted pursuant to zero in accordance a request for confidentiality under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential portions of this Section that have been omitted are marked with “XXXX”. A copy of this Exhibit with all sections intact has been filed separately with the terms contained in this Section 16.01 prior to suchSecurities and Exchange Commission.]

Letter of Credit. (a) On or prior to the Issue Closing Date, the Company shall obtain an irrevocable letter of credit (the “Letter of Credit”), in the amount of $6,400,000 issued in favor of HBK (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 last three sentences of this Section 4(p), the Letter of CreditCredit shall expire not earlier than two (2) years after the Issuance Date of the Notes (the “LC Expiration Date”). On each of the first four eight (8) Interest Dates (as defined in the Notes), provided that the Company has made the Interest payment due pursuant to the terms of the Notes on such Interest Date (each, a “Required Interest Payment”) and no Event of Default has occurred or is continuing pursuant to the terms of the Note, the LC Agent, at the request of the Company, shall deliver, with the Company, to the Letter of Credit Bank joint written instructions to reduce the amount of the Letter of Credit by $800,000. Upon the failure of the Company to make any Required Interest Payment Datesor the occurrence of an Event of Default (as defined in the Notes), the LC Agent shall withdraw from be entitled to draw under the Letter of Credit an amount equal for the amounts due and payable to the aggregate interest amount due on such Interest Payment Date Buyers pursuant to the Holders terms of the Notes, 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 principal amount of the Notes held by each of the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (Buyers and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver hold such amount to as collateral security for the applicable Holder(s). The Interest Make-Whole shall be paid to obligations under the Holders as their interests may appear in accordance with Notes for the written instructions benefit of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereofBuyers. 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 16.01 4(p) prior to suchsuch 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 of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit. Following a Withdrawal Event, the LC Agent shall be entitled to draw down the Letter of Credit Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Notes) and hold such amount as collateral security for the obligations under the Notes for the benefit of the Buyers.

Letter of Credit. Lessee shall 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 (a) On or prior to the Issue Date, the Company shall obtain the "Letter of Credit"). On each The Letter of Credit shall be in the first four Interest Payment Datesamount of One Million Dollars ($1,000,000), the LC Agent subject to later reduction as set forth in this Article V. The Letter of Credit shall withdraw from be in form reasonably satisfactory to Lessor. In all events, such form shall provide that Lessor may draw upon the Letter of Credit an amount equal solely upon making demand to the aggregate interest issuing bank for the amount due on such Interest Payment Date specified by Lessor in its demand, and by presenting evidence to the Holders on a pro rata basis based on the Principal Amount issuing bank of the Notes held by the Holdersidentity of Lessor. Notwithstanding the foregoing, if Lessor shall not be required to satisfy any Holder shall convert all or any portion of its Notes on or prior conditions in order to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, draw upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of the Letter of Credit as necessary to ensure it 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 expire 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 LC Expiration Date scheduled maturity thereof each year (unless 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 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 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 (30) days after the expiration of the term, or thirty (30) days after Lessee has vacated the Premises. In the event Lessee fails to cause the Letter of Credit to remain in effect for such thirty (30) day period following expiration of the term 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 Lessor so draws all or any portion of the Letter of Credit, Lessee 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 but only in the amount of the amount so drawn, and thereafter such new letter of credit together with the remaining undrawn balance of any one or more prior letters of credit constituting the Letter of Credit shall have been reduced collectively herein be deemed the "Letter of Credit." Lessor shall not be required to zero in accordance keep any amounts drawn from the Letter of Credit separate from its general funds, and shall not be deemed a trustee with respect to such amounts. In the terms contained event Lessor transfers its interest in this Section 16.01 prior Lease, Lessee at Lessor's request shall cause a new Letter of Credit to suchbe issued to Lessor's successor in interest in replacement of the 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. Buyer shall cause Bank (as defined below) to deliver to 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) On be issued by Bank; (b) in form and substance approved by Seller (in substantially the form attached hereto as Exhibit I); (c) be irrevocable, unconditional and payable upon demand; (d) be maintained in effect until September 30, 2023 (“LOC Expiration Date”); (e) contain a provision that provides that, in the event that the Maturity Date under the Promissory Date is extended or prior delayed for any reason, the Letter of Credit shall be automatically extended to no less than sixty (60) days 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 Issue DatePromissory Note, Bank may, by issuance of amended Letter of Credit to Seller, reduce the Company LOC Amount accordingly following Bank’s standard procedures, provided, however, that at no time shall obtain the LOC Amount be reduced below an amount equal to the outstanding unpaid principal and interest balance under the Promissory Note. Buyer shall pay all expenses, points and/or fees incurred in obtaining the Letter of Credit. On each of the first four Interest Payment DatesThe term “Bank” shall mean JPMORGAN CHASE BANK, the LC Agent shall withdraw from the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. 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 16.01 prior to suchN.A.

Letter of Credit. On any Disclosure Date (a) On or prior to as defined in the Issue DateNotes), including, without limitation, any Disclosure Date following any LC Test Satisfaction Date (as defined below), the Company shall obtain (or maintain, as applicable) an irrevocable letter of credit (the “Letter of Credit. On each ”), in the amount of 30% of the first four Interest Payment Datesprincipal amount of the outstanding Notes as of such Disclosure Date (the “Required Letter of Credit Amount”) 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; provided, however, that if on any Disclosure Date the amount available to be drawn on a Letter of Credit then outstanding (together with any amounts previously drawn on such Letter of Credit by the LC Agent) is less than the Required Letter of Credit Amount, the Company shall amend or replace such Letter of Credit with a Letter of Credit (together with any amounts previously drawn on such Letter of Credit by the LC Agent Agent) in the Required Letter of Credit Amount and in form and substance acceptable to such LC Agent. If the Net Cash Balance Test (as defined in the Note) for the Fiscal Quarter (as defined in the Note) immediately following such Disclosure Date is met, the Company shall withdraw from no longer be required to maintain such Letter of Credit (such date, the “LC Test Satisfaction Date”); provided, however, that the foregoing shall not effect the Company’s obligation to obtain (or maintain, as applicable) a Letter of Credit with respect to any Disclosure Date that occurs after such LC Test Satisfaction Date. Subject to the last three sentences of this Section 4(q), the Letter of Credit an amount equal shall expire not earlier than the earlier to occur of (i) the aggregate interest amount due on such Interest Payment applicable LC Test Satisfaction Date to and (ii) 91 days after the Holders on a pro rata basis based on the Principal Amount Maturity Date of the Notes held by (the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the “LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(sExpiration Date”). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon Upon the occurrence and during the continuance of an Event of Default of which under (and as defined in) the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided thereinNotes, then the Trustee, as the LC Agent, Agent shall be entitled to draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, 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 apply hold such amount as collateral security for the proceeds from such draw in accordance with Section 7.10 hereofobligations 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 16.01 4(q) prior to suchsuch 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 of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit. Following a Withdrawal Event, the LC Agent shall be entitled to draw down the Letter of Credit Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Notes) and hold such amount as collateral security for the obligations under the Notes for the benefit of the Buyers.

Letter of Credit. (a) On or prior to Within ten (10) business days after the Issue Dateexecution of this Lease, Tenant shall deposit with Landlord an irrevocable letter of credit (the Company shall obtain the "Letter of Credit. On each ") in the amount of Eight Hundred Thousand Dollars ($800,000.00) as part of the first four Interest Payment Dates, the LC Agent shall withdraw from the Security Deposit under this Lease. The Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole provided for under this Section shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full unconditional "clean" Letter of Credit Amount then available thereunderand require no documents, and apply shall be in the proceeds form attached as Exhibit D and from such draw a banking institution satisfactory to Landlord; provided however, Landlord pre-approves Comerica Bank as the Issuer initially. It shall also be in accordance compliance with Section 7.10 hereofall applicable laws and regulations, including, without limitation, applicable regulations of the Comptroller of the Currency. 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 an absolute expiration date of not earlier than forty-five (45) days after the Expiration Date of the initial Term of this Lease and prior thereto shall be extended automatically on each anniversary of issuance unless the Issuer provides Landlord with not less than forty-five (45) days prior written notice of non-renewal, in accordance which case the same shall be replaced by Tenant with another Letter of Credit which complies with the terms contained in this Section 16.01 foregoing requirements at least thirty (30) days prior to suchits expiration. It is agreed that in the event (i) Tenant defaults in the performance or observance of any of the terms, provisions, covenants and conditions of this Lease, including the payment of Rent or any other sum due from Tenant with respect to the Lease, or (ii) the Letter of Credit is not extended or replaced by Tenant in a manner which complies with the foregoing provisions of this Section, Landlord shall have the right but shall not be required to, from time to time without prejudice to any other remedy Landlord may have on account thereof, to present the Letter of Credit for payment and to retain the proceeds as security in the event of an occurrence under clause (i) above, or in the event of an occurrence under clause (i) above, to use, apply or retain the whole or any part of the proceeds to the extent Landlord could use, apply or retain any other funds deposited with Landlord as a Security Deposit hereunder, and any amounts so used, applied or retained shall be replenished by Tenant as provided in Section 5.03 below. If Landlord presents the Letter of Credit for payment, no interest shall be payable to Tenant on the proceeds. Tenant shall not assign or encumber or attempt to assign or encumber the Letter of Credit deposited (or the proceeds thereof) as part of the Security Deposit, and neither Landlord

Letter of Credit. Buyer may elect to deliver the Deposit to Sellers in cash or in the form of an irrevocable, standby letter of credit for the same amount (the "Deposit L/C"). The Deposit L/C shall be (a) On or in a form reasonably acceptable to Sellers, (b) issued in favor of 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 satisfactory to Sellers. The 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 the date of issuance thereof and shall be automatically renewed from year to year unless stated not to be so renewed by the issuer thereof in a written notice given to the Sellers not less than 30 days prior to the Issue Date, expiration thereof. In the Company shall obtain the Letter of Credit. On each event of the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount termination of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall Deposit L/C (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear any replacement thereof furnished in accordance with the written instructions provisions of the Company. In additionthis Section 3.4.2), upon the occurrence and during the continuance Buyer shall deliver to Sellers a replacement letter or letters of an Event of Default of which the Trustee has notice and the Notes have been accelerated credit in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. 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 lieu thereof no later than 30 days prior to the LC Expiration Date expiration of the preceding letter of credit. If Buyer shall fail to obtain any replacement of the Deposit L/C (unless the Letter of Credit shall have been reduced to zero and/or any replacement thereof furnished in accordance with the terms contained in provisions of this Section 16.01 prior 3.4.2), then Sellers shall draw down the full amount of the existing Deposit L/C and retain the same as security for the covenants, agreements and obligations of Buyer under this Agreement. Any replacement of any Deposit L/C shall be in a form reasonably acceptable to suchSellers. 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 accommodation to Buyer. Buyer acknowledges that, in the event Buyer elects to provide a Deposit L/C in lieu of a cash Deposit, Buyer shall not be entitled to interest at the Applicable Rate as provided in Section 3.4.1 of this Agreement.

Letter of Credit. (ai) On or prior to Within ten (10) Business Days after the Issue Effective Date, the Company Merchant shall obtain the deliver to TDFS an Eligible Letter of CreditCredit in the amount of five hundred thousand US Dollars (US$500,000) (the “Letter of Credit Amount”). On each If, at any time, an event occurs that would cause any Letter of the first four Interest Payment Dates, the LC Agent shall withdraw from Credit previously delivered to TDFS to cease to be an Eligible Letter of Credit or no longer be in an amount equal to or greater than the Letter of Credit an Amount, within ten (10) Business Days of the earlier of (i) the date on which Merchant learns of the occurrence of such event; or (ii) the date on which Merchant receives notice thereof from TDFS, Merchant will cause a substitute Eligible Letter of Credit to be issued and delivered to TDFS in a face amount equal to or greater than the aggregate interest amount due on such Interest Payment Date Letter of Credit Amount. Within the earlier of (a) fourteen (14) days of notice from the issuer of the then outstanding Letter of Credit that the same will not be renewed; and (b) thirty (30) days prior to the Holders on expiration of each Letter of Credit provided to TDFS, Merchant will cause a pro rata basis based on the Principal Amount substitute Eligible Letter of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior Credit to September 30, 2009, the LC Agent shall (be issued and the Company shall give the LC Agent written instructions to) withdraw an delivered to TDFS in a face amount equal to or greater than the Interest MakeLetter of Credit Amount and in such case TDFS shall deliver the expiring Letter of Credit to Merchant. Any amounts drawn under a Letter of Credit hereunder in excess of the amounts due TDFS hereunder will be held by TDFS in a non-Whole with respect interest bearing account on TDFS’s books (the “Collateral Account”) and shall secure Merchant’s full and prompt payment of all further amounts due hereunder. If Merchant fails to the Principal Amount so converted pay any amounts hereunder when due and shall, such amount has not been paid or satisfied within one five (15) Business DayDays of notice by TDFS to Merchant, deliver TDFS may immediately, and without further notice to Merchant, further draw on the Letter of Credit or, if applicable, debit any such unpaid amount from any amounts then remaining in the Collateral Account and apply the equivalent in Canadian Dollars of such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Companyunpaid amounts. In addition, upon the occurrence and during the continuance if Merchant fails to provide a substitute or replacement Eligible Letter of an Event of Default of which the Trustee has notice and the Notes have been accelerated Credit as required by this Section 4(c) or if Merchant is in accordance with Section 7.02 hereof default under this Agreement and such acceleration default has not been rescinded as provided thereinremedied by Merchant within five (5) Business Days of notice by TDFS to Merchant, then TDFS may draw on the Trustee, as the LC Agent, shall draw full amount available under the Letter of Credit, including apply the equivalent in Canadian Dollars to any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunderamounts received in such drawing against Merchant’s outstanding unpaid obligations hereunder, and apply credit the proceeds from such draw in accordance with Section 7.10 hereof. 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 Collateral Account with the terms contained amount equal to any remaining balance. TDFS’s security interest in the Collateral Account shall be in addition to any right of setoff or recoupment that TDFS may otherwise have under this Section 16.01 prior to suchAgreement or Applicable Law.

Letter of Credit. (a) On or prior to the Issue Date, the Company shall obtain the Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from At any time during the Letter of Credit Period, Bank shall have the right to request that Retailer deliver to Bank, within ten (10) business days of such request, an Eligible Letter of Credit in an amount equal to (i) [***Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the aggregate interest amount due on Commission.] in the event the Letter of Credit Event occurs during the first Program Year, or (ii) the product of Net Program Sales for the immediately preceding twelve-month period multiplied by [***Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.] in the event the Letter of Credit Event occurs after the first Program Year (such Interest Payment Date amount, the “Letter of Credit Amount”). During any Letter of Credit Period, Bank shall have the right to re-calculate the Holders Letter of Credit Amount at the end of every other calendar quarter; provided, that Bank may recalculate the Letter of Credit Amount more frequently if Bank reasonably determines that such recalculation is appropriate based on a pro rata basis based on material increase in Net Program Sales during any quarter (but in no event may Bank conduct any such recalculation more frequently than quarterly). If, during the Principal Amount Letter of the Notes held by the Holders. Notwithstanding the foregoingCredit Period, if an event shall occur which would cause any Holder shall convert all Letter of Credit previously delivered to Bank to cease to be an Eligible Letter of Credit or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw no longer be in an amount equal to or greater than the Interest MakeLetter of Credit Amount (including as a result of any recalculation under the preceding sentence), then within ten (10) business days of the earlier of (i) the date on which Retailer first learns of the occurrence of such event; or (ii) the date on which Retailer first receives notice thereof from Bank, Retailer shall cause a substitute Eligible Letter of Credit to be issued and delivered to Bank in a face amount equal to or greater than the Letter of Credit Amount. On or before forty-Whole with respect five (45) days prior to the Principal Amount so converted expiration of each Letter of Credit provided to Bank, Retailer shall cause a substitute Eligible Letter of Credit to be issued and shall, within one (1) Business Day, deliver such delivered to Bank in a face amount equal to or greater than the applicable Holder(s)Letter of Credit Amount. The Interest Make-Whole Any amounts drawn under a Letter of Credit hereunder in excess of the amounts due Bank hereunder shall be paid held by Bank in a non-interest bearing account on Bank’s books (the “Collateral Account”) and shall secure Retailer’s full and prompt payment of all further amounts due hereunder. If, during the Letter of Credit Period, Retailer fails to pay any amounts hereunder when due, Bank may immediately, and without prior notice to Retailer, further draw on the Holders as their interests may appear Letter of Credit or, if applicable, debit any such unpaid amount from any amounts then remaining in accordance with the written instructions of the CompanyCollateral Account. In addition, upon the occurrence and if, during the continuance Letter of Credit Period, Retailer fails to provide a substitute or replacement Eligible Letter of Credit as required by this Appendix E or if Retailer is in default under the Agreement, including filing for bankruptcy protection or having an Event of Default of which involuntary bankruptcy proceeding initiated against it, Bank may draw on the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw full amount available under the Letter of Credit, including apply any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunderamounts received in such drawing against Retailer’s outstanding obligations hereunder, and apply credit the proceeds from such draw Collateral Account with the amount equal to any remaining balance. Bank’s security interest in accordance with Section 7.10 hereofthe Collateral Account shall be in addition to any right of setoff or recoupment that Bank may otherwise have under the Agreement or applicable law. The Company obligations under this Appendix E shall obtain such renewals, extensions or replacements apply at all times until the end of the Letter of Credit as necessary to ensure that the Period, at which time, Bank shall (x) surrender any outstanding Letter of Credit shall not expire prior to Retailer, and (y) pay to Retailer an amount equal to the LC Expiration Date (unless amount remaining in the Collateral Account, if any. The foregoing notwithstanding, if after Bank shall have surrendered any Letter of Credit hereunder following the successful completion by Retailer of a Remediation Period, Retailer shall have been reduced again fail to zero satisfy the financial covenants set forth in accordance with Appendix E, the terms contained in provisions of Section 9.2(m) and this Section 16.01 prior to suchAppendix E shall again apply.

Letter of Credit. In the event that (a) On the applicable Borrower or prior Borrowers shall fail to reimburse the Issue DateIssuer, the Company or if for any reason Loans shall obtain the Letter of Credit. On each of the first four Interest Payment Datesnot be made to fund any Reimbursement Obligation, the LC Agent shall withdraw from the Letter of Credit all as provided in Section 4.5 and in an amount equal to the aggregate interest amount due on of any drawing honored by the Issuer under a Letter of Credit issued by it, (b) the Issuer must for any reason return or disgorge such Interest Payment Date reimbursement or (c) an LOC Liquidity Disbursement has occurred, the Issuer shall promptly notify the Administrative Agent of the unreimbursed amount of such drawing and of such Lender's respective participation therein. Each Lender shall make available to the Holders on a pro rata basis based on Administrative Agent for the Principal Amount account of the Notes held by the Holders. Notwithstanding the foregoingIssuer, if whether or not any Holder Default shall convert all or any portion of its Notes on or prior to September 30have occurred and be continuing, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to its respective participation in same day or immediately available funds at the Interest Make-Whole with respect office of the Issuer specified in such notice not later than 11:00 a.m. (New York City, New York time) on the Business Day (under the laws of the jurisdiction of the Issuer) after the date notified by the Issuer. In the event that any Lender fails to make available to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to Administrative Agent for the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions account of the Company. In addition, upon Issuer the occurrence and during the continuance amount of an Event of Default of which the Trustee has notice and the Notes have been accelerated such Lender's participation in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of the Letter of Credit as necessary provided herein, the Issuer shall be entitled to ensure recover such amount on demand from such Lender together with interest at the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent and/or the Issuer, as the case may be, pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus 200 basis points. Nothing in this Section shall be deemed to prejudice the right of any Lender to recover from the Issuer any amounts made available by such Lender to the Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by the Issuer in respect of which payment was made by such Lender constituted gross negligence or wilful misconduct on the part of the Issuer. The Issuer shall not expire prior distribute to the LC Expiration Date (unless Administrative Agent for the account of each other Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit shall have been reduced to zero issued by the Issuer such other Lender's Percentage of all payments received by the Issuer from any Borrower in accordance with reimbursement of drawings honored by the terms contained in this Section 16.01 prior to suchIssuer under such Letter of Credit when such payments are received.

Letter of Credit. Tenant may post the Security Deposit required by paragraph 2.5 of the Lease by way of an irrevocable, unconditional letter of credit, issued by a bank acceptable to Landlord in its sole discretion, which shall be renewed annually or when applicable and made payable upon sight to Landlord in the amount set out in paragraph 2.5 for the Security Deposit. Landlord agrees to accept such an initial letter of credit from Silicon Valley Bank, but Tenant shall replace such initial letter of credit with a comparable letter of credit from Bank of American N.A. within 20 days after the Commencement Date of this Lease. If Tenant is entitled pursuant to paragraph 2.5 to a reduction in the amount of the Security Deposit, the then existing letter of credit shall be returned to Tenant if and when Tenant posts with Landlord a substitute letter of credit meeting the above requirements in the amount of the reduced Security Deposit. No letter of credit provided pursuant to paragraph 2.5 shall have an expiration date that is within sixty (a60) On or days prior to or within sixty (60) days subsequent to the Issue Datethen expiration date of the term of this Lease. The letter of credit shall be drawable by delivery to the issuing bank of a certification by Landlord or its managing agent that a Default has occurred under the Lease or that the letter of credit is due to expire within the ensuing 30-day period and has not been replaced. Sums drawn pursuant to the letter of credit shall be held and disbursed in the manner described in the Lease for the Security Deposit. Unless a cash Security Deposit is substituted therefor, the Company letter of credit or a substitute letter of credit meeting the requirements of this Rider shall obtain be maintained in effect during the Letter of Credit. On each entire Term of the first four Interest Payment Dates, Lease (unless the LC Agent shall withdraw from the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(sLease is earlier terminated). The Interest Make-Whole letter of credit shall be paid returned to Tenant at such time as Tenant has fulfilled all of its obligations under the Holders as their interests may appear in accordance with Lease and the written instructions Term of the CompanyLease has expired (or been earlier terminated). In addition, upon the occurrence and during event of a sale of the continuance of an Event of Default Building of which the Trustee has notice Premises are a part, Landlord shall have the right to transfer the letter of credit to the transferee of the Building, and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, thereafter Landlord shall draw under the Letter be released of Credit, including any renewals, extensions or replacements referred to below, all liability for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements return of the Letter letter of Credit as necessary credit. In such instance, Tenant agrees to ensure that look solely to said transferee for the Letter return of Credit shall not expire prior to the LC Expiration Date (unless the Letter letter of Credit shall have been reduced to zero in accordance with the terms contained in this Section 16.01 prior to suchcredit.

Letter of Credit. At the Closing hereof, a standby letter of credit in the amount of $1,250,000.00 having an expiration date of twenty-five (a25) On or prior months of the Closing Date and payable to the Issue Date, Escrow Agent (the Company shall obtain the "Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent ") shall withdraw from the Letter of Credit an amount equal be delivered by Buyer to the aggregate interest amount due on such Interest Payment Date Escrow Agent to the Holders on a pro rata basis based on the Principal Amount of the Notes be held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions terms of the Companythis Section 14. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full The Letter of Credit Amount then available thereundershall be drawable solely by the Escrow Agent, and apply solely upon a circumstance which would entitle Seller to receive all or a portion of the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of the Letter of Credit as necessary to ensure that the set forth in this Section 14. The Letter of Credit shall not expire in any event be drawn upon without at least five (5) business days' prior written notice to Buyer within which period Buyer in its sole discretion shall be entitled to deposit with the Escrow Agent an amount of cash in lieu of the Escrow Agent's drawing upon the Letter of Credit. If there shall be any dispute as to whether Seller is entitled to all or any portion of the proceeds of the Letter of Credit, or whether Buyer is entitled to the LC Expiration Date (unless return of the Letter of Credit or any part thereof, the Escrow Agent shall not make any delivery, but in such event the Escrow Agent shall hold the Letter of Credit (or the cash proceeds thereof) until receipt by the Escrow Agent of an authorization in writing signed by all parties having an interest in such dispute, directing the disposition of same, or in the absence of such authorization the Escrow Agent shall hold the Letter of Credit until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given, or proceedings for such determination are not begun within a reasonable period of time and diligently continued, the Escrow Agent shall have been reduced the right, at any time thereafter, to zero commence an action or proceeding, at the sole cost and expense of Buyer and Seller, in accordance with the terms contained nature of an interpleader in this Section 16.01 prior any court having jurisdiction thereof, and to suchdeposit the Letter of Credit (or the

Letter of Credit. (a) On or As collateral security for prompt and complete performance of GCA’s obligations under Section 2 of this Agreement (the “Obligations”), the Company shall at the Closing cause a letter of credit (in a form to be reasonably acceptable to FDC) to be issued to FDC in the amount of $1,000,000 by a qualified financial institution selected by the Company with the prior consent of FDC, such consent not to be unreasonably withheld, together with instructions to the Issue issuer of such letter of credit (“Letter of Credit”) to make payments to FDC thereunder for any indemnified amounts under the Sponsorship Indemnification Agreement upon an Event of Default. Within 30 days following the Closing Date, the Company shall obtain cause a replacement letter of credit (in a form no less favorable to FDC than the Letter of Credit) to be issued to FDC in the amount of $3,000,000 (such replacement letter of credit, a “Letter of Credit”) by a qualified financial institution selected by the Company with the prior consent of FDC, such consent not to be unreasonably withheld, together with instructions to the issuer of such letter of credit to make payments to FDC thereunder for any indemnified amounts under the Sponsorship Indemnification Agreement upon an Event of Default. On each anniversary of the first four Interest Payment DatesClosing Date through September 30, 2010, the LC Agent Company shall withdraw from (i) notify FDC of the amount of the Cash Advance Net Revenue of the Company and its subsidiaries for the prior calendar year, and (ii) in the event that the amount of the then current Letter of Credit an amount equal is less than the then current Target Amount, cause a replacement letter of credit (in a form no less favorable to FDC than the then current Letter of Credit) to be issued to FDC in the Target Amount (each such replacement letter of credit, a “Letter of Credit”) by a qualified financial institution selected by the Company with the prior consent of FDC, such consent not to be unreasonably withheld, together with instructions to the aggregate interest amount due on issuer of such Interest Payment Date letter of credit to make payments to FDC thereunder for any indemnified amounts under the Holders on a pro rata basis based on the Principal Amount Sponsorship Indemnification Agreement upon an Event of the Notes held by the HoldersDefault. Notwithstanding the foregoingSubject to Section 4(f), if any Holder shall convert at all or any portion of its Notes times on or prior to September 30after 30 days following the Closing Date, 2009, the LC Agent shall (and the Company shall give cause a Letter of Credit to be continuously maintained (by renewal or replacement) for the LC Agent written instructions to) withdraw benefit of FDC in an amount equal to not less than the Interest Make-Whole with respect to then applicable Target Amount. For the Principal Amount so converted and shallavoidance of doubt, within one (1) Business Day, deliver such amount to after the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions issuance of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the any replacement Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunderreplaced thereby shall be terminable by the Company, and apply such that the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of the not be obligated to maintain more than one 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 16.01 prior to suchat any one time.

Letter of Credit. Buyer may elect to deliver the Deposit to Seller in cash or in the form of an irrevocable, standby letter of credit for the same amount (the "Deposit L/C"). The Deposit L/C shall be (a) On or in a form reasonably acceptable to Seller, (b) issued in favor of 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 satisfactory to Seller. The 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 the date of issuance thereof and shall be automatically renewed from year to year unless stated not to be so renewed by the issuer thereof in a written notice given to the Seller not less than 30 days prior to the Issue Date, expiration thereof. In the Company shall obtain the Letter of Credit. On each event of the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount termination of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall Deposit L/C (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear any replacement thereof furnished in accordance with the written instructions provisions of the Company. In additionthis Section 3.4.2), upon the occurrence and during the continuance Buyer shall deliver to Seller a replacement letter or letters of an Event of Default of which the Trustee has notice and the Notes have been accelerated credit in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. 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 lieu thereof no later than 30 days prior to the LC Expiration Date expiration of the preceding letter of credit. If Buyer shall fail to obtain any replacement of the Deposit L/C (unless the Letter of Credit shall have been reduced to zero and/or any replacement thereof furnished in accordance with the terms contained in provisions of this Section 16.01 prior 3.4.2), then Seller shall draw down the full amount of the existing Deposit L/C and retain the same as security for the covenants, agreements and obligations of Buyer under this Agreement. Any replacement of any Deposit L/C shall be in a form reasonably acceptable to suchSeller. 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 accommodation to Buyer. Buyer acknowledges that, in the event Buyer elects to provide a Deposit L/C in lieu of a cash Deposit, Buyer shall not be entitled to interest at the Applicable Rate as provided in Section 3.4.1 of this Agreement.

Letter of Credit. Landlord requires that Tenant tender an unconditional, irrevocable letter of credit in a form and issued by a bank and in a form acceptable to Landlord (a) On or prior to the Issue Date, the Company shall obtain the “Letter of Credit”) upon Tenant’s execution of this Lease. On each The amount of the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit an shall be that amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount set forth in Article I. The Letter of the Notes Credit shall be held by Landlord during the HoldersTerm in accordance with the provisions of this Section 31.1. Notwithstanding the foregoing, if any Holder The Letter of Credit shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within be irrevocable for one (1) Business Day, deliver such amount year and shall provide that it is automatically renewable for one (1) year periods ending not earlier than sixty (60) days after the expiration of the Term without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew said Letter of Credit on written notice to Landlord not less than sixty (60) days prior to the applicable Holder(sexpiration 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 Tenant to maintain such irrevocable Letter of Credit with Landlord through the date which is sixty (60) days after the date of such notice). The Interest Make-Whole shall be paid In the event the issuing bank elects not to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under renew the Letter of Credit, including any renewalsTenant shall, extensions or replacements referred not less than thirty (30) days prior to below, for the full Letter expiration of Credit Amount the then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements current term of the Letter of Credit as necessary Credit, either provide Landlord with a substitute letter of credit which meets all of the criteria contained herein. In the event that Tenant fails to ensure that do so, it shall be an Event of Default and Landlord may immediately, and without notice to Tenant, draw on the Letter of Credit shall not expire prior to and retain the LC Expiration Date (unless the Letter of Credit shall have been reduced to zero in accordance with the terms contained in this Section 16.01 prior to suchproceeds thereof. ​

Letter of Credit. Concurrently with the execution and delivery of this Agreement, Acquiror has delivered a standby letter of credit, dated as of April 2, 2007, in the amount of One Hundred Million Dollars (a$100,000,000) On or prior to in favor of the Issue DateHolder Representative (such letter of credit and any letter of credit substituted therefore, the Company shall obtain the “Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s”). The Interest Make-Whole Acquiror shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under maintain the Letter of Credit, including any renewals, extensions or replacements referred to below, for cause the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements expiration date of the Letter of Credit to be extended or the Letter of Credit to be replaced with a substitute letter of credit in an undrawn face amount equal to the face amount of the Letter of Credit, as necessary the case may be, until the earliest to ensure occur of: (i) the 69 Effective Times of the Mergers, (ii) termination of this Agreement pursuant to and in accordance with Section 10.1 (other than Section 10.1(b)(i) or Section 10.1(c)(i)), (iii) if the this Agreement is terminated pursuant to and in accordance with Section 10.1(b)(i) or Section 10.1(c)(i), sixty (60) days following such termination, provided that if the Companies make any claim against Acquiror relating to this Agreement prior to the expiration of such sixty (60) day period, then Acquiror shall cause the expiration date of the Letter of Credit to be extended or the Letter of Credit to be replaced with a substitute letter of credit in a face amount equal to the face amount of the Letter of Credit, as the case may be, until (x) final resolution of such claim as set forth in a final and nonappealable judgment or award of an arbitrator, arbitration panel or court of competent jurisdiction, as applicable, (y) as agreed in any settlement agreement, duly executed by Acquiror and the Companies, or (z) written agreement of the Acquiror and the Holder Representative that the Letter of Credit is not required to be maintained (any such event set forth in clauses (i), (ii) or (iii), above, a “Letter of Credit Termination Event”). Immediately following the occurrence of a Letter of Credit Termination Event, the Holder Representative shall not expire prior return the Letter of Credit, together with any documents requested by the issuing bank in connection with the cancellation of the Letter of Credit, to the LC Expiration Date (unless Acquiror. The Holder Representative shall be entitled to draw on the Letter of Credit (A) in an amount equal to (1) the amount of any damages awarded to any of the Companies or their respective stockholders against Acquiror or Merger Subs pursuant to a claim related to this Agreement or the transactions contemplated hereby in a final and nonappealable judgment or award of an arbitrator, arbitration panel or court of competent jurisdiction, as applicable, or (2) the amount agreed in any settlement agreement related to this Agreement or the transactions contemplated hereby, duly executed by Acquiror and the Holder Representative, in each case, to the extent not paid by Acquiror within 10 Business Days of Acquiror’s receipt of a written demand therefor, upon delivery of a draw certificate in the form attached as Exhibit A to the Letter of Credit (the “Draw Certificate”) duly executed by the Holder Representative attaching a copy of such judgment, award or settlement agreement, as the case may be, or (B) upon the delivery of the Draw Certificate, the full face amount of the Letter of Credit in the event that Acquiror has failed to extend the then current maturity date of the Letter of Credit or replace the Letter of Credit with a substitute letter of credit at least fifteen (15) days prior to the expiration of the Letter of Credit; provided, however, that in the event the Holder Representative shall have been reduced drawn on the Letter of Credit pursuant to zero in accordance this clause (B), the Holder Representative shall concurrent with the drawing of such amount, deposit cash in an amount equal to such amount into escrow with Citibank, N.A., pursuant to the terms contained of an escrow agreement substantially in the form of the Escrow Agreement providing for the release of such escrowed funds upon (i) a final and nonappealable judgment or award of an arbitrator, arbitration panel or court of competent jurisdiction, as applicable, or (ii) a written settlement agreement, duly executed by the Holder Representative and Acquiror All fees and expenses related to obtaining and maintaining the Letter of Credit or any substitute letter of credit pursuant to this Section 16.01 prior to such7.5 shall be borne by Acquiror.

Letter of Credit. As security for Operator’s full, faithful and prompt performance of, and compliance with, all covenants, terms and conditions of this Concession Agreement on the part of Operator, Operator hereby agrees to deposit with Authority, at all times from and after a date no later than thirty (a30) On days from the Effective Date, a stand-by, irrevocable letter of credit (the “Letter of Credit”) for the benefit of Authority, in the form of Exhibit D hereto, DRAFT in a stated principal amount that is not less than the amount of the then-current annual MAG due hereunder, and issued by a national banking association or state chartered bank located in Kent County, or an adjacent county, in Michigan and subject to examination by federal authority of the United States of America, of good standing and having a combined capital and surplus aggregating not less than Five Hundred Million and No/100 Dollars ($500,000,000.00). Operator shall provide to Authority, not less than 30 days prior to the Issue Date, the Company shall obtain the Letter expiration date of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full a replacement Letter of Credit Amount which meets the requirements of this Section 19.1. A Letter of Credit shall remain on deposit with Authority for not less than 30 days following the expiration of the Term or earlier termination of this Concession Agreement, and, in addition to any and all other remedies available to it hereunder or otherwise, Authority shall have the right, at its sole option and at any time, to draw upon the entire stated amount of such Letter of Credit (including if Operator has failed to provide a replacement Letter of Credit prior to 30 days before the expiration date of the then available thereunder, current Letter of Credit) and to hold and apply the any proceeds from of such draw in accordance excess of amounts then due to Authority as a cash deposit hereunder. Operator hereby agrees to the deposit of any such excess proceeds with Authority. In the event of the application of any of the proceeds of a Letter of Credit to amounts due to Authority from Operator hereunder, Operator shall, within two days after such application of all or a portion of such proceeds, cause a replacement Letter of Credit that meets the requirements of this Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements 19.1 to be issued for the benefit of Authority in the then-required stated amount of the Letter of Credit as necessary upon which Authority has drawn (and, upon receipt of such replacement Letter of Credit, Authority shall refund to ensure that Operator the amount of any excess proceeds of the prior Letter of Credit then held by Authority). Authority shall not expire prior have no obligation to draw upon a Letter of Credit, and neither the LC Expiration Date (unless existence of such right nor the holding of a Letter of Credit itself shall cure any default or breach on the part of Operator under this Concession Agreement. Within 30 days after the expiration of the Term or earlier termination of this Concession Agreement and upon request therefor by Operator, Authority will return the proceeds of any draw under a Letter of Credit to Operator, less any amounts then due from Operator to Authority under this Concession Agreement. Operator hereby waives any right to any interest which may be earned or accrued on the proceeds of a draw under a Letter of Credit during the Term and agrees that Authority shall have been reduced no obligation to zero hold excess proceeds of a draw under a Letter of Credit in accordance a segregated account. Authority may commingle such proceeds with its other funds. Performance Bond. Operator shall deliver to the Authority a performance bond and a labor and material payment bond (“Bonds”) to be kept in force throughout the construction of the Initial Capital Improvements and for ninety (90) days thereafter. The Bonds shall be in the amount of the construction cost covering faithful performance of the Operator’s obligations hereunder and the payment of all obligations arising in connection with the terms contained construction, free of liens upon the Premises. The bonds shall name the Authority as obligee, and shall be written by surety companies qualified to do business in this Section 16.01 prior to suchthe state of Michigan, under proper certificate of authority, and in such form and with such sureties as the Authority may approve. Operator shall indemnify and hold Authority harmless from any monetary liens placed against the Premises for nonpayment of taxes, materials or labor in connection with construction.

Letter of Credit. and/or the Master Servicer will obtain a standby Letter of Credit in favor of the Trustee issued by ________________ (athe "L/C Bank") On for the Mortgage Pool. Except as provided below, the Master Servicer hereby covenants and agrees to exercise its best reasonable efforts to maintain or cause the Letter of Credit to be maintained to the extent and in the form and amount and for the purposes set forth in this Agreement. In the event that the Letter of Credit is cancelled or terminated for any reason or on or before the thirtieth day prior to the Issue Dateexpiration date of the Letter of Credit, the Company Master Servicer shall give prompt written notice to the Rating Agency and the Trustee and the Master Servicer shall exercise its best efforts to obtain a replacement letter of credit, acceptable to the Rating Agency, comparable in its terms to the Letter of Credit. On each Prior to delivering any replacement letter of credit to the Trustee, the Master Servicer shall obtain confirmation from the Rating Agency that such replacement letter of credit would not have adversely affected the then-current rating assigned to the Certificates by the Rating Agency at the time of such rating. The cost of obtaining and maintaining any replacement letter of credit shall be borne by the Master Servicer. The maximum obligation of the first four Interest Payment Dates, the LC Agent shall withdraw from L/C Bank under the Letter of Credit will be to honor requests for payment thereunder up to a certain aggregate fixed dollar amount, net of unreimbursed payments thereunder. The duration of coverage and the amount and frequency of any reduction in coverage provided by the Letter of Credit will be [___________] or such terms as will be in compliance with the requirements established by the Rating Agency without adversely affecting the rating assigned to the Certificates. The amount available under the Letter of Credit shall be reduced to the extent of the unreimbursed payments thereunder. The obligations of the L/C Bank under the Letter of Credit will expire [30 days] after the latest of the scheduled final maturity dates of the Mortgage Loans or the repurchase of all Mortgage Loans in the Mortgage Pool. The Master Servicer shall, not later than three business days prior to each Distribution Date, determine whether a payment under the Letter of Credit will be necessary on the Distribution Date and will, no later than the third business day prior to such Distribution Date, advise the L/C Bank and the Trustee of its determination, setting forth the amount of any required payment. On the Distribution Date, the L/C Bank will be required to honor the Trustee's request for payment thereunder in an amount equal to the aggregate interest lesser of (A) the remaining amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw available under the Letter of CreditCredit or (B) the outstanding principal balances of any Mortgage Loan with respect to which foreclosure proceedings have been commenced or with respect to which the Master Servicer has agreed to accept a deed to the property in lieu of foreclosure that has not been purchased by [_______] [the Master Servicer] pursuant to the terms of this Agreement, including any renewals, extensions or replacements referred to below, for be assigned on such Distribution Date (together with accrued and unpaid interest thereon at the full Letter of Credit Amount then available thereunder, and apply related Mortgage Interest Rate to the proceeds from such draw in accordance with Section 7.10 hereofrelated Installment Due Date). The Company shall obtain proceeds of such renewals, extensions or replacements of payments under the Letter of Credit as necessary will be deposited into the Certificate Account and will be distributed to ensure that the Letter of Credit shall not expire prior Certificateholders on such Distribution Date, except to the LC Expiration Date (unless the Letter extent of Credit shall have been reduced to zero in accordance with the terms contained in this Section 16.01 prior to suchany unreimbursed Advances or Administration Fees.]

Letter of Credit. Buyer may elect to deliver the Deposit to Seller in cash or in the form of an irrevocable, standby letter of credit for the same amount (the "Deposit L/C"). The Deposit L/C shall be (a) On or in a form reasonably acceptable to Seller, (b) issued in favor of 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 satisfactory to Seller. The 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 the date of issuance thereof and shall be automatically renewed from year to year unless stated not to be so renewed by the issuer thereof in a written notice given to the Seller not less than 30 days prior to the Issue Date, expiration thereof. In the Company shall obtain the Letter of Credit. On each event of the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount termination of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall Deposit L/C (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear any replacement thereof furnished in accordance with the written instructions provisions of the Company. In additionthis Section 3.4.2), upon the occurrence and during the continuance Buyer shall deliver to Seller a replacement letter or letters of an Event of Default of which the Trustee has notice and the Notes have been accelerated credit in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. 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 lieu thereof no later than 30 days prior to the LC Expiration Date expiration of the preceding letter of credit. If Buyer shall fail to obtain any replacement of the Deposit L/C (unless the Letter of Credit shall have been reduced to zero and/or any replacement thereof furnished in accordance with the terms contained in provisions of this Section 16.01 prior 3.4.2), then Seller shall draw down the full amount of the existing Deposit L/C and retain the same as security for the covenants, agreements and obligations of Buyer under this Agreement. Any replacement of any Deposit L/C shall be in a form reasonably acceptable to suchSeller. 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 accommodation to Buyer. Buyer acknowledges that, in the event Buyer elects to provide a Deposit L/C in lieu of a cash Deposit, Seller shall draw down the full amount of 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 Section 3.4.1 of this Agreement.

Letter of Credit. (a) On or prior to Concurrently with the Issue Date, execution of this Lease and the Company shall obtain the Letter of Credit. On each acquisition of the first four Interest Payment DatesPremises by Lessor under the Purchase Agreement, the LC Agent Lessee shall withdraw from deliver to Lessor, at Lessee's sole cost and expense, the Letter of Credit described below, and complying with the requirement of Section 9.1(d) below, in the initial amount of Ten Million Dollars ($10,000,000) (the "LC Face Amount") as security for the performance of all of Lessee's covenants and obligations under this Lease. Lessee understands and agrees that neither the Letter of Credit nor any Letter of Credit Proceeds (as defined below) shall be deemed an advance rent deposit or an advance payment of any other EXHIBIT 10.27 kind, or a measure of Lessor's damages upon a default on the part of Lessee. Subject to Section 9.1(c) below, the Letter of Credit shall be maintained in effect from the date hereof through the date that is sixty (60) days after the Expiration Date (the "LC Termination Date"). On the LC Termination Date, Lessor shall return to Lessee the Letter of Credit and any Letter of Credit Proceeds then held by Lessor (other than those Letter of Credit Proceeds Lessor is entitled to retain under the terms of this Section 9.1(a)); provided, however, that in no event shall any such return be construed as an admission by Lessor that Lessee has performed all of its obligations hereunder. Lessor shall not be required to segregate the Letter of Credit Proceeds from its other funds and no interest shall accrue or be payable to Lessee with respect thereto. Lessor may (but shall not be required to) draw upon the Letter of Credit and use the proceeds therefrom (the "Letter of Credit Proceeds") or any portion thereof (i) to the extent necessary to (A) cure any Event of Default by Lessee under this Lease and to compensate Lessor for any loss or damage Lessor incurs as a result of such Event of Default, and (B) reimburse Lessor for the payment of any amount which Lessor may for any other purpose spend or be required to spend by reason of an Event of Default on the part of Lessee, and (ii) for any other purpose authorized by this Lease, it being understood that any such draw upon the Letter of Credit or use of the Letter of Credit Proceeds shall not constitute a bar or defense to any of Lessor's remedies under this Lease, at law or in equity. In such event and upon written notice from Lessor to Lessee specifying the amount of the Letter of Credit Proceeds so utilized by Lessor and the particular purpose for which such amount was applied, Lessee shall promptly deliver to Lessor an amendment to the Letter of Credit or a replacement Letter of Credit in an amount equal to the aggregate interest amount due on such Interest Payment Date LC Face Amount or Augmented LC Amount then required to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holdersbe maintained hereunder. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior Lessee's failure to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount replacement Letter of Credit to the applicable Holder(s). The Interest Make-Whole Lessor within fifteen (15) days of Lessor's notice shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of constitute an immediate Event of Default of which hereunder. In the Trustee has notice and the Notes have been accelerated event Lessor transfers its interest in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided thereinthis Lease, then the Trustee, as the LC Agent, Lessor shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of transfer the Letter of Credit as necessary to ensure that the and any Letter of Credit Proceeds then held by Lessor to Lessor's successor in interest, and thereafter Lessor shall not expire prior have no further liability to the LC Expiration Date (unless the Lessee with respect to such Letter of Credit shall have been reduced to zero in accordance with the terms contained in this Section 16.01 prior to suchor Letter of Credit Proceeds.

Letter of Credit. Prior to commencement of the building shell construction, Lessee shall deliver to Lessor an irrevocable transferable letter of credit in the amount of Three Million Two Hundred Seventy-Six Thousand and 00/100ths Dollars (a$3,276,000.00) On or prior issued by a financial institution acceptable to Lessor in the Issue Dateform reasonably acceptable to Lessor, with an original term of no less than one year and automatic extensions through the Company end of the Term of this Lease and thirty (30) days thereafter (the "Letter of Credit"). Failure of Lessee to deliver the Letter of Credit shall obtain be deemed a default under the terms of the Lease. Lessee shall keep the Letter of Credit. On each , at its expense, in full force and effect until the thirtieth (30th) day after the Expiration Date or other termination of this Lease, to insure the faithful performance by Lessee of all of the first four Interest Payment Datescovenants, terms and conditions of this Lease, including, without limitation, Lessee's obligations to repair, replace or maintain the LC Agent Premises. The Letter of Credit shall withdraw from provide thirty (30) days' prior written notice to Lessor of cancellation, material change or (if automatic extensions are not provided) nonextension thereof, and shall further provide that in the event of any nonextension of the Letter of Credit an (except for at the end of the Lease term) at least thirty (30) days prior to its expiration, Lessor shall be entitled to present its written demand for payment of the entire face amount equal of the Letter of Credit, and the funds so obtained shall be held as the additional security deposit required under this Lease. Any unused portion of the funds so obtained by Lessor shall be returned to Lessee upon replacement of the Letter of Credit or deposit of cash security in the full amount required hereunder. If Lessor uses any portion of the cash security deposit to cure any default by Lessee hereunder, Lessee shall replenish the security deposit to the aggregate original amount within thirty (30) days of notice from Lessor. Lessee's failure to do so shall become a material breach of this Lease. Lessor shall keep any cash security funds separate from its general funds, and shall invest such cash security at Lessee's reasonable direction, and any interest amount due actually earned by Lessor on such Interest Payment Date cash security shall be paid to Lessee quarterly. If an event of default occurs under this Lease beyond any applicable cure period, Lessor may present its written demand for payment of the entire face amount of the Letter of Credit and the funds so obtained shall become due and payable to Lessor and be held by Lessor as a cash security deposit as provided above, if any of the following events occur: (i) Lessee is the subject of an Insolvency Proceeding, (ii) Lessee does not replace the Letter of Credit in the full amount required within thirty (30) business days after Lessor makes a partial draw thereon to cure a default, (iii) an event of default occurs under this Lease beyond any applicable cure periods, (iv) Lessee does not provide a Replacement Letter of Credit, if required by, and within the time period specified in this Section 5. Lessor may retain such funds to the Holders on extent required to compensate Lessor for damages incurred, or to reimburse Lessor as provided herein, in connection with any such event of default, and any remaining funds shall be held as a pro rata basis based on the Principal Amount of the Notes held by the Holderscash security deposit. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes in the event that Lessor draws on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an entire face amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of the Letter of Credit as necessary pursuant to ensure the terms of this Section, said amount (plus any accrued interest) shall be returned to Lessee immediately after Lessor provides Lessee with written notice that it has drawn such amount pursuant to this Section, Lessee cures the default at issue and provides Lessor with a replacement 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 16.01 prior to suchCredit.

Letter of Credit. (ai) On or prior to the Issue Date, the The Company shall obtain an irrevocable letter of credit (the “Letter of Credit. On each ”), in the amount of $10,000,000 issued in favor of the first four Interest Payment Dates, Senior Agent by a bank acceptable to such Senior Agent (the LC Agent shall withdraw from the “Letter of Credit Bank”) and in form and substance acceptable to such Senior Agent. The Letter of Credit shall have an amount equal to expiration date that is not earlier than 100 days after the aggregate interest amount due on such Interest Payment Maturity Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by (the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the “LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(sExpiration Date”). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon Upon the occurrence and during the continuance of an Event of Default under (and as defined in) any of which the Trustee has notice and Notes, the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, Senior Agent shall be entitled to draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, Credit for the full Letter of Credit Amount then (as defined in the Notes) than available thereunder, and apply to be held by the proceeds from such draw Senior Agent as cash collateral for and/or applied to the Obligations in accordance with Section 7.10 hereofthe terms of (and as defined in) the Pledge and Security Agreement. 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 Section 17 of the Notes 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 Senior Agent written notice of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit. Following a Withdrawal Event, the Senior Agent shall be entitled to draw down the Letter of Credit Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Notes) and hold such amount as cash collateral subject to the terms contained in this Section 16.01 prior to suchof the Pledge and Security Agreement.

Letter of Credit. No later than May 15, 2001, Tenant shall deliver to Landlord an unconditional, irrevocable and renewable letter of credit (a"LETTER OF CREDIT") On in favor of Landlord in a form approved by Landlord, issued by a bank approved by Landlord with a branch located in Denver, Boulder or prior Westminster, Colorado, (which approval shall not be unreasonably withheld, conditioned or delayed) in the principal amount ("STATED AMOUNT") specified below, as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. If Tenant fails to deliver the Issue DateLetter of Credit by May 15, 2001, and such failure is not cured within five (5) days after written notice to Tenant, then such failure shall be an Event of Default hereunder. If the Company issuer of the Letter of Credit shall obtain become insolvent or fail to maintain at least an "A" issuer rating under the Thomson Financial Bank Watch or an equivalent rating service reasonably selected by Landlord, then Tenant shall, within thirty (30) days of receipt of Landlord's written notice, cause a replacement Letter of Credit to be issued by a bank that qualifies under the foregoing requirements. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Letter of Credit. On each The Stated Amount shall be[*]; provided, however, that upon the dates specified below ("ADJUSTMENT DATES"), the Stated Amount shall be reduced to the following amounts: Anniversary of Commencement Date Stated Amount ----------------- ------------- 4th [*] 5th [*] 6th [*] However, if (i) an Event of Default occurs under this Lease, or (ii) circumstances exist that would, with notice or lapse of time, or both, constitute an Event of Default, and Tenant has failed to cure such circumstance within the time period permitted by Section 16 or such lesser time as may remain before the relevant Adjustment Date as provided above (including, without limitation, a failure to deposit the cash Security Deposit pursuant to Section 4.4.2 below), the Stated Amount shall not thereafter be reduced unless and until such default or circumstance shall have been fully cured pursuant to the terms of [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 15 this Lease, at which time the Stated Amount may be reduced as hereinabove described. The Letter of Credit shall state that an authorized officer or other representative of Landlord may make demand on Landlord's behalf for the Stated Amount of the first four Interest Payment DatesLetter 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 the signed certification of such party that (a) an Event of Default by Tenant has occurred under the Lease and that Tenant has not cured such Event of Default within the applicable grace or cure periods provided under this Lease and/or (b) the term of the Letter of Credit will expire prior to thirty (30) days following the last day of the Term and has not been extended, nor has a new Letter of Credit for an extended period of time been substituted at least thirty (30) days prior to the expiration of the Letter of Credit. In addition, the LC Agent Letter of Credit shall withdraw indicate that it is transferable in its entirety by Landlord as beneficiary and that upon receiving written notice of transfer, and upon presentation to the issuing bank of the original Letter of Credit, the issuer or confirming bank will reissue the Letter of Credit naming such transferee as the beneficiary. Tenant shall pay to Landlord, within thirty (30) days following written request therefor, any transfer fee payable by Landlord to the issuer in connection with such transfer; provided, however, that Tenant shall not be obligated to pay for more than one (1) transfer in any twenty-four (24) month period (Landlord to pay for any transfers subsequent to the first such transfer in any such twenty-four (24) month period). If the term of the Letter of Credit held by Landlord will expire prior to thirty (30) days following the last day of the Term and it is not extended, or a new Letter of Credit for an extended period of time is not substituted, at least thirty (30) days prior to the expiration of the Letter of Credit, then Landlord shall be entitled to make demand for the Stated Amount of said Letter of Credit and, thereafter, to hold such funds in accordance with this Section 4.4. The Letter of Credit and any such proceeds thereof shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease. If Tenant fails to perform fully and timely all or any of Tenant's covenants and obligations hereunder, Landlord may (but shall not be required to) draw upon all or any portion of the Stated Amount of the Letter of Credit, and Landlord may then use, apply or retain all or any part of the proceeds for the payment of any sum which is in default, or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant's failure or to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant's failure. If any portion of the proceeds of the Letter of Credit 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 total Stated Amount required in this Section 4.4.1 above. Landlord shall not be required to keep any proceeds from the Letter of Credit an amount equal to separate from its general funds. Should Landlord sell its interest in the aggregate interest amount due on such Interest Payment Date to Premises during the Holders on a pro rata basis based on Term, Landlord shall deposit with the Principal Amount purchaser thereof the Letter of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all Credit or any portion proceeds of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred and provided that such purchaser agrees in writing to below, for be bound by the full Letter terms of Credit Amount then available thereunder, and this Lease that apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of to the Letter of Credit under this Section 4.4.1 as necessary assignee of Landlord, thereupon Landlord shall be discharged from any further liability with respect 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 16.01 prior to suchand said proceeds.

Letter of Credit. (a) On or Guarantor agrees to obtain, as a condition precedent to Lessor’s obligations under the Lease, an irrevocable letter of credit (the “Credit”) from such issuer and in an initial amount of not less than $3,598,633.00 and in such form as is consistent with the terms of this Guaranty and as is reasonably acceptable to Lessor. The Credit shall be unconditional and remain in full force and effect for the entire Initial Term of the Schedule identified in Section 1 above, provided that Guarantor shall upon at least 30 days prior written notice to Lessor be entitled to replace any existing letter of credit with a substitute irrevocable letter of credit (“Substitute Credit”) in such form as is consistent with the terms of this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the Issue DateCredit as then in effect (including, the Company shall obtain the Letter of Credit. On each of the first four Interest Payment Dateswithout limitation, the LC Agent shall withdraw from the Letter of Credit providing for an available amount equal to the aggregate then currently available amount under the Credit and, if such substitute letter of credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that would be in effect under the Credit originally accepted by Lessor hereunder), and is from an issuer reasonably acceptable to Lessor. Any such Substitute Credit, once issued and in the possession of Lessor, shall become the only Credit on which Lessor shall make any subsequently initiated draws. Any proceeds of the Credit shall be applied by Lessor: (i) only to Guaranteed Obligations under this Guaranty, and (ii) only following the giving of a Demand Notice and the expiration of the Demand Period with respect thereto. Lessor will only be entitled to draw upon the Credit only to the extent of the foregoing or, if it shall have received a notice of nonrenewal from the issuer of the Credit, Lessor will be entitled to draw up to the entire available amount of the Credit, but only to the extent of the total of the Guaranteed Obligations then outstanding, and the extent of any other outstanding obligations of Guarantor under this Guaranty, and to the extent of any Guaranteed Obligations which are not due which are to come due, provided further that in the event of such a notice of nonrenewal Lessor shall not draw on the Credit if Guarantor has within 30 days of Lessor’s receipt of the notice of nonrenewal replaced the existing letter of credit with a Substitute Credit as provided above . If, for any reason, whether or not in breach of this Guaranty or in compliance with this Guaranty, Lessor (or its lawful assignees or transferees) draw on the Credit for any sums exceeding the amounts then due by Guarantor for obligations under this Guaranty (such amounts so drawn in breach of this Guaranty to the extent they have not from time to time been applied to Guaranteed Obligations hereunder or paid to Guarantor hereunder, the “Excess Amounts”), Lessor agrees (A) to pay interest amount due on such Excess Amounts at the 3-Month Treasury Constant Maturity rate as described in Federal Reserve Statistical Release H.15 – Selected Interest Payment Date Rates (available, for example, at xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data.htm and, specifically, xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data/Weekly_Friday_/H15_TCMNOM_M3.txt which, by way of further example, reflects a rate of 4.99% for the week ending December 8, 2006), or any successor publication of the US Federal Reserve System, as from time to time existing at and after such time(s) that such draws are made, the rate reported for the last day of each complete week to apply for the entire preceding week, and (B) to pay such Excess Amounts and such accrued interest to Guarantor as follows: (1) in full at such time as the Guaranteed Obligations have been paid in full, (2) in full at such time that Guarantor provides a Substitute Credit in such form as is consistent with the terms of this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoingoriginal Credit (including, if any Holder shall convert all or any portion of its Notes on or prior to September 30without limitation, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw providing for an available amount equal to the Interest Makeamount that would have been available under the original Credit at the time the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) not drawn on the original Credit and, if such Substitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), and such Substitute Credit is from an issuer reasonably acceptable to Lessor; (3) if at any time the Excess Amounts plus accrued interest therein plus the amounts then available under the Credit exceed the amount that would have otherwise been available under the Credit if the Excess Amounts then outstanding had not been drawn under the Credit (and no subsequent conditions had existed that would have allowed a draw of any portion of such Excess Amounts or otherwise permitted Lessor to notify the issuer of the Credit to cease further reductions), and the quarterly reductions had thus continued to occur under the terms of the Credit (the “Putatively Scheduled Reductions”), Lessor shall upon demand of Guarantor immediately pay Guarantor the Excess Amounts and accrued interest thereon to the extent the actual amount available under the Credit exceeds the amount that would have been available under the Credit had the Putatively Scheduled Reductions (as in effect on the date of Guarantor’s demand) taken place, or (4) as is subsequently agreed-Whole to in writing by the parties hereto or ordered by a court of competent jurisdiction as referenced in Section 11 below (provided, however, that this reference to such order shall not be considered an agreement or stipulation thereto by Lessor). Any Excess Amounts and accrued interest shall be considered a general obligation of Lessor and, for the avoidance of doubt, not the property of Guarantor and not property held in held in trust for the benefit of Guarantor. For the further avoidance of doubt, Lessor shall have no obligations with respect to such Excess Amounts or accrued interest except as expressly provided for in this Guaranty, and, without limiting the Principal Amount so converted generality of the foregoing, Lessor need not keep any Excess Amounts or accrued interest in a separate account or otherwise segregate any Excess Amounts or accrued interest from its general assets and shallobligations (it being the express agreement of the parties that in exchange for Lessor’s obligation to pay interest on the Excess Amounts as provided above Lessor shall have the full benefit and use of the Excess Amounts and accrued interest, within one (1) Business Daywhich it may invest, deliver such amount reinvest, or not invest, all as Lessor may see fit in its absolute discretion, without having to account to Guarantor for the same). Any Excess Amounts and accrued interest shall be applied by Lessor only to Guaranteed Obligations under this Guaranty, and only following the giving of a Demand Notice and the expiration of the Demand Period with respect thereto. The parties agree that their fundamental agreement and intent hereunder is that the Guaranteed Obligations be at all times unconditionally secured by full access to the applicable Holder(s)funds intended to be available under the Credit (as originally contemplated hereby) even following any breach hereunder by Lessor. The Interest Make-Whole Accordingly, the parties agree that no payment of the Excess Amounts shall be paid to Guarantor except to the Holders as their interests may appear extent provided in accordance clauses (1) through (3) above and that any court in determining remedies for the breach by Lessor hereunder shall not order payment of such amounts over to Guarantor except consistent with clauses (1) through (3) above but, rather, shall consider alternative remedies consistent with the written instructions parties’ intent, including, without limitation, maintaining the Excess Amounts and accrued interest thereon which are not required to be paid to Guarantor under any of clauses (1) through (3) above in a separate account such that Lessor shall have the full benefit thereof without condition or contingency—other than the conditions provided in this Guaranty that the Guaranteed Obligations shall not have been actually paid, that a Demand Notice shall be given as provided above, and that the ensuing Demand Period shall have expired. For the avoidance of doubt, as stated in clause (2) above, nothing in this paragraph shall prevent Guarantor from being entitled to immediate payment of the Company. In addition, upon the occurrence Excess Amounts if and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated when Guarantor provides a Substitute Credit in accordance with Section 7.02 hereof and such acceleration has not been rescinded form as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. 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 is consistent with the terms contained of this Guaranty, and in this Section 16.01 prior Lessor’s reasonable opinion, substantively identical in all respects to suchthe original Credit (including, without limitation, providing for an available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) not drawn on the original Credit and, if such Substitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), and such Substitute Credit is from an issuer reasonably acceptable to Lessor.

Letter of Credit. At or before Closing, Seller shall deliver to Buyer an irrevocable standby letter of credit in favor of Buyer in the amount of [MATERIAL REDACTED] with a term of 12 months after the Closing Date (a) On or prior to the Issue Date, the Company shall obtain the "Letter of Credit"), to secure Buyer against Losses regarding which there has been a final determination under the procedure set forth in Section 8.5. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from the The Letter of Credit (i) shall be in the form attached hereto as Exhibit "F" and (ii) shall be issued by LaSalle National Bank, N.A.. Buyer may draw under the then current Letter of Credit in an amount equal to the aggregate interest amount due on such Interest Payment Date so much of any Indemnification Claim as is accepted by Seller (by failure to the Holders on a pro rata basis based on the Principal Amount object or otherwise). If no final determination of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert validity and amount of all or any portion of its Notes on or prior to September 30, 2009, a timely and outstanding Indemnification Claim has occurred by the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions 12th month of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the current Letter of Credit, including any renewals, extensions or replacements referred Buyer may give notice to below, for the full bank that issued that Letter of Credit Amount to extend that Letter of Credit for an additional 12 months, in the amount of the lesser of the balance of the Letter of Credit and the asserted but undetermined portion of that Indemnification Claim (the "Balance"). If Buyer gives such notice, Seller shall cause that bank to extend that Letter of Credit. If Buyer does not receive within ten days before the then available thereundercurrent expiration date of that Letter of Credit sufficient evidence that such Letter of Credit has been so extended, Buyer may draw the Balance of the Indemnification Claim under that Letter of Credit and apply hold the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewalsan interest-bearing escrow account, extensions or replacements of for the purposes for which the Letter of Credit as necessary is furnished to ensure that Buyer. Nothing in this section, and no action or inaction of Buyer under this section or with regard to the Letter of Credit or substitute therefor, shall not expire prior be construed to limit Buyer's remedies against Seller or Shareholder for Losses, except to the LC Expiration Date extent of the proceeds of any draw actually received by Buyer for its own account (unless the Letter of Credit shall have been reduced as opposed to zero being received by Buyer to be held in accordance with the terms contained in this Section 16.01 prior to suchescrow hereunder).

Letter of Credit. Licensee will deliver to Licensor, within not more than twenty (a20) On or prior to days after the Issue Commencement Date, an Irrevocable Stand-By Letter of Credit (the Company shall obtain the “Letter of Credit. On each ”) in the amount of ***** to be effective throughout the first four Interest Payment DatesTerm of this Agreement, in favor of Licensor confirmed and advised through a bank designated by Licensor and on terms and in the LC Agent form and content as directed by Licensor, which shall withdraw from include, but may not be limited to the following terms and conditions: (i) the Letter of Credit an amount equal must contain the condition that it will be automatically extended without amendment for additional periods of twelve (12) months from the current or any future expiration date unless notice is sent sixty (60) days from the expiry date to the aggregate interest amount due on such Interest Payment Date advising bank by authenticated swift and to Licensor by courier that the Holders on a pro rata basis based on Letter of Credit will not be renewed, (ii) that Licensor will have the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoingright, if at any Holder shall convert all or any portion of its Notes on or prior time, to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, draw upon the occurrence and during the continuance Letter of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded Credit if Licensee fails to make any payment as provided therein, then the Trustee, as the LC Agent, shall draw under this Agreement; and (iii) that if during any term of the Letter of Credit, including any renewalsa partial or full draw becomes necessary, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunderwill automatically be reinstated to the original value pursuant to the terms and conditions of this Paragraph 2.d.(v). of this Agreement. Licensor will give notice of its intention to draw on the Letter of Credit if Licensee fails to make any payment due as provided under this Agreement. Licensor must receive the extended Letter of Credit not less than thirty (30) days before the start of each such subsequent twelve (12) month period. In the event the Letter of Credit is not extended as set forth herein above, and apply Licensor shall have the proceeds right to draw from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements the current Letter of Credit the full amount of the Letter of Credit as necessary and apply such amount to ensure that current and future payment obligations of Licensee under this Agreement. Such draw shall not be deemed to relieve Licensee from having to obtain and maintain the Letter of Credit shall not expire prior pursuant to the LC Expiration Date (unless provisions of this Agreement and Licensor shall still have the right to deem any failure by Licensee to obtain and maintain the Letter of Credit pursuant to the provisions of this Paragraph 2.d. to be an incurable default. All costs and expenses associated with such Letter of Credit, including, but not limited to, opening, extending, amending and drawing fees, will be borne by Licensee. Licensee’s failure to provide Licensor with a Letter of Credit as herein above provided shall have been reduced to zero in accordance with the terms contained in be an incurable default under this Section 16.01 prior to suchAgreement.

Letter of Credit. (a) On Subject to all the terms and conditions hereof and satisfaction of all conditions precedent to borrowing under this Agreement and so long as no Potential Default or prior Event of Default is in existence, at the Borrower's request Xxxxxx shall issue letters of credit (individually, an "L/C" and collectively the "L/Cs") for the account of the Borrower in an aggregate amount not to exceed $5,000,000, subject to availability under the Issue Revolving Credit, and the Banks hereby agree to participate therein as more fully described in Section 1.7 hereof. Each L/C shall be issued pursuant to an application and agreement for letter of credit (individually, an "L/C Agreement" and collectively the "L/C Agreements") in the form of Exhibit C hereto, shall consist of a standby or trade letter of credit, shall be in form and substance acceptable to Xxxxxx and the Banks, and shall have an expiry date not more than one year from the date of issuance thereof, subject to annual renewals (but in no event later than the Termination Date, ). The aggregate amount available to be drawn under all L/Cs issued pursuant hereto shall be deducted from the Company shall obtain credit otherwise available under the Letter of Revolving Credit. On each In consideration of the first four Interest Payment Dates, issuance of L/Cs the LC Agent shall withdraw from Borrower agrees to pay Xxxxxx for the Letter benefit of Credit an the Banks a fee (the "L/C Participation Fee") in the amount per annum equal to the aggregate interest amount due on such Interest Payment Date Applicable Margin (but not to the Holders on a pro rata basis based exceed 1% in any event) for Eurodollar Loans (computed on the Principal Amount basis of a 360 day year and actual days elapsed) of the Notes held by face amount for each L/C issued for the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions account of the CompanyBorrower hereunder. In addition, upon the occurrence Borrower shall pay Xxxxxx (x) a fee (the "L/C Issuance Fee") in the amount per annum equal to (i) for standby L/Cs, one-eighth of one percent (0.125%) of the stated amount of each standby L/C issued hereunder and during (ii) for commercial L/Cs, the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded customary issuance fee for commercial L/Cs as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred may be established by Xxxxxx from time to below, for the full Letter of Credit Amount then available thereundertime, and apply (y) such drawing, negotiation, amendment and other administrative fees in connection with each L/C as may be established by Xxxxxx from time to time (the proceeds from such draw "L/C Administrative Fee"). All L/C Issuance Fees and L/C Participation Fees shall be payable quarterly in accordance with Section 7.10 hereof. The Company arrears on the last day of each December, March, June and September commencing September 30, 1998 and on the Termination Date, and all L/C Administrative Fees shall obtain such renewals, extensions or replacements be payable on the date of issuance of each L/C hereunder and on 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 16.01 prior to suchdate required by Xxxxxx.

Letter of Credit. On any Disclosure Date (a) On or prior to as defined in the Issue DateNotes), including, without limitation, any Disclosure Date following any LC Test Satisfaction Date (as defined below), the Company shall obtain (or maintain, as applicable) an irrevocable letter of credit (the “Letter of Credit. On each ”), in the amount of 30% of the first four Interest Payment Datesprincipal amount of the outstanding Notes as of such Disclosure Date (the “Required Letter of Credit Amount”) issued in favor of (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; provided, however, that if on any Disclosure Date the amount available to be drawn on a Letter of Credit then outstanding (together with any amounts previously drawn on such Letter of Credit by the LC Agent) is less than the Required Letter of Credit Amount, the Company shall amend or replace such Letter of Credit with a Letter of Credit (together with any amounts previously drawn on such Letter of Credit by the LC Agent Agent) in the Required Letter of Credit Amount and in form and substance acceptable to such LC Agent. If the Net Cash Balance Test (as defined in the Note) for the Fiscal Quarter (as defined in the Note) immediately following such Disclosure Date is met, the Company shall withdraw from no longer be required to maintain such Letter of Credit (such date, the “LC Test Satisfaction Date”); provided, however, that the foregoing shall not effect the Company’s obligation to obtain (or maintain, as applicable) a Letter of Credit with respect to any Disclosure Date that occurs after such LC Test Satisfaction Date. Subject to the last three sentences of this Section 4(q), the Letter of Credit an amount equal shall expire not earlier than the earlier to occur of (i) the aggregate interest amount due on such Interest Payment applicable LC Test Satisfaction Date to and (ii) 91 days after the Holders on a pro rata basis based on the Principal Amount Maturity Date of the Notes held by (the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the “LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(sExpiration Date”). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon Upon the occurrence and during the continuance of an Event of Default of which under (and as defined in) the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided thereinNotes, then the Trustee, as the LC Agent, Agent shall be entitled to draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, 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 apply hold such amount as collateral security for the proceeds from such draw in accordance with Section 7.10 hereofobligations 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 16.01 4(q) prior to suchsuch 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 of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit. Following a Withdrawal Event, the LC Agent shall be entitled to draw down the Letter of Credit Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Notes) and hold such amount as collateral security for the obligations under the Notes for the benefit of the Buyers.

Letter of Credit. In lieu of a cash Security Deposit, simultaneously with the execution and delivery of this Sub-Sublease, Annuncio may deliver to 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 (a) On or prior to the Issue Date, the Company shall obtain the "Letter of Credit"), which shall secure the performance by Annuncio of all obligations on the part of Annuncio hereunder. On each The Letter of Credit shall include a provision reducing the first four Interest Payment Datesamount 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 LC Agent shall withdraw from right to substitute in place of the Letter of Credit an amount equal a letter of credit identical to the aggregate interest Letter of Credit in all aspects except that the amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount thereof shall be $54,030.20. The issuer of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion Letter of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole Credit shall be paid a banking institution with at least a rating of A and otherwise reasonably acceptable to Agresso. Although Agresso shall only have the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall right to draw under the Letter of Credit as set forth herein, under the terms of the Letter of Credit, including any renewals, extensions or replacements referred the sole condition to below, for Agresso's draw upon the full Letter of Credit Amount then available thereundershall be presentment to the issuer thereof, prior to or on the expiration date, of a demand for payment. The Letter of Credit shall be 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 apply upon Agresso's demand, Annuncio shall reimburse the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions issuer for the amount so drawn so that 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 been extended or replacements 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 necessary aforesaid, Agresso is not provided with a substitute Letter of Credit in a form, and from an issuer, satisfactory to ensure 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 not expire prior be returned to Annuncio upon the LC Expiration Date later of (unless a) thirty (30) days after the Letter expiration of Credit the Sub-Sublease Term, or (b) the date Annuncio has vacated the Agresso Premises and surrendered possession thereof to Agresso at the expiration of the Sub-Sublease Term as provided herein and has paid Agresso all sums due and owing under this Sub-Sublease. Annuncio shall have been reduced use the Premises only for the uses permitted in the Original Sublease, except as otherwise consented to zero in accordance with the terms contained in this Section 16.01 prior to suchwriting by Master Lessor and Agresso.

Letter of Credit. (ai) On or prior to the Issue Closing Date, the Company shall obtain an irrevocable letter of credit (the “Letter of Credit. On each ”), in the amount of $10,000,000 issued in favor of Kings Road Investments Ltd. (the first four Interest Payment Dates, the “LC Agent”) by a bank acceptable to such LC Agent shall withdraw from (the “Letter of Credit an amount equal Bank”) and in form and substance acceptable to such LC Agent. The Letter of Credit, including any renewals, extensions or replacements referred to below, shall expire not earlier than 91 days after the aggregate interest amount due on such Interest Payment Maturity Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by (the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the “LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(sExpiration Date”). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon Upon the occurrence and during the continuance of an Event of Default under (and as defined in) any of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided thereinNotes, then the Trustee, as the LC Agent, Agent shall be entitled to draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, 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 apply hold such amount as collateral security for the proceeds from such draw in accordance with Section 7.10 hereofobligations 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 16.01 4(q) prior to suchsuch 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 of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit. Following a Withdrawal Event, the LC Agent shall be entitled to draw down the Letter of Credit Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Notes) and hold such amount as collateral security for the obligations under the Notes for the benefit of the Buyers.

Letter of Credit. To secure the obligations of MarkWest and MEA under the Gas Agreements and the full and punctual payment and performance of all present and future liabilities of MarkWest or MEA to Equitable with respect to all agreements between the parties, whether existing now or in the future, including MarkWest’s obligations [*] under the Gas Purchase Agreement, or otherwise (a) On or prior to the Issue Date“Secured Obligations”), the Company MarkWest shall obtain and maintain, during the term of the Gas Purchase Agreement and thereafter until payment for all [*] Gas has been made to Equitable, an irrevocable, stand-by letter of credit, with a bank and in form reasonably acceptable to Equitable and substantially the same as the attached Exhibit A (the “Letter of Credit”) in favor of Equitable Production Company (“Equitable”) for one or more drawings up to the aggregate amount of [*]. On each The Letter of Credit shall contain an expiry date of the first four Interest Payment Datesearlier of (i) [*] following the expiration of the term of the Gas Purchase Agreement, or (ii) [*] following any earlier termination of the LC Agent Gas Purchase Agreement; provided, such expiry date shall withdraw from be extended, as necessary, until the date that all obligations of MarkWest under the Gas Purchase Agreement have been fully discharged. Within ten (10) business days of receipt by Equitable of MarkWest’s audited financial statements or SEC 10-Q or 10-K filings at the end of each calendar quarter, Equitable shall [*] and the financial condition of MarkWest to determine [*] if a different amount under the Letter of Credit an is appropriate. If Equitable determines that a modification in the maximum amount equal to under the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount Letter of the Notes held by the Holders. Notwithstanding the foregoingCredit is appropriate, if any Holder it shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s)notify MarkWest [*]. The Interest Make-Whole shall maximum aggregate amount that can be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw drawn under the Letter of Credit, including any renewalsas from time to time established, extensions or replacements shall be referred to belowas the “L/C Amount”, for which L/C Amount is initially [*], and shall in no event be less than [*] nor more than [*]. Notwithstanding anything to the full contrary herein, within [*] after any draw on the Letter of Credit, MarkWest shall deliver to Equitable an additional letter of credit, or seek to modify the Letter of Credit, such that the aggregate amount available to be drawn under such Letter of Credit Amount then available thereunderand any additional letters of credit, and apply shall be an amount no less than the proceeds from latest determined L/C Amount, notwithstanding such draw in accordance with Section 7.10 hereof. 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 16.01 prior to suchany previous draws.

Letter of Credit. As further consideration for this Agreement and as security for the Note, EOTT shall cause to be delivered an irrevocable letter of credit for the account of Enron (a) On the "LETTER OF CREDIT"). The Letter of Credit shall be issued and payable by Standard or such other bank acceptable to Enron, shall be in form and substance acceptable to Enron and shall remain in full force and effect until the date 10 Business Days after the maturity date of the Note. The foregoing term notwithstanding, the Letter of Credit may have an expiration date ending prior to the Issue maturity date of the Note provided that (i) such Letter of Credit shall, in each case, be renewed (in form and substance satisfactory to Enron) and delivered to Enron not later than 10 Business Days prior to its expiry and (ii) a Letter of Credit (in form and substance satisfactory to Enron) with respect to the Note shall remain in force at all times up to the date 10 Business Days after the maturity date of the Note. The Letter of Credit, and each renewal thereof, shall initially be in an amount equal to five million dollars ($5,000,000); provided, however, that on the first Business Day after the earlier of the effective date of the EOTT Plan of Reorganization and 180 days after the EOTT Petition Date, the Company total amount available to Enron under such Letter of Credit shall obtain be increased to an amount equal to (i) the maximum principal outstanding under the Note (including any amounts that may be capitalized) on the expiry date of such Letter of Credit plus (ii) the interest payable thereon through the date one month after the expiry date of such Letter of Credit. On each Enron shall be entitled to draw down any portion or the full amount of such Letter of Credit in the first four Interest Payment Dates, event (i) a default occurs under any Settlement Document and is continuing on the LC Agent date three Business Days after the receipt by EOTT of notice from Enron of such default (provided that Enron shall withdraw from only be able to draw on the Letter of Credit in an amount equal to the aggregate principal amount then outstanding under the Note (including any amounts that may be capitalized) plus the interest accrued thereon through such date plus any other amount due on such Interest Payment Date the Note, if any) and (ii) a renewed Letter of Credit is not delivered to the Holders on a pro rata basis based Enron when and on the Principal Amount date required by this Section 6 (provided that Enron shall only be able to draw on the Letter of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw Credit in an amount equal to the Interest Make-Whole with respect to principal amount then outstanding under the Principal Amount so converted and shallNote (including any amount capitalized) plus the interest accrued thereon through such date plus any other amount due on the Note, within one (1) Business Day, deliver such amount to the applicable Holder(sif any). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. 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 be returned to EOTT for termination upon payment in full of all amounts payable under the LC Expiration Date (unless the Letter of Credit shall have been reduced to zero in accordance with the terms contained in this Section 16.01 prior to suchNote.

Letter of Credit. (a) On In support of the all obligations of the Promoters under this Agreement, the Promoters agree to provide the Township with an irrevocable standby letter of credit, or prior other performance security satisfactory to the Issue DateTownship, in its absolute discretion, in the Company amount of Two Hundred and Fifty Thousand Dollars ($250,000.00) which shall obtain the Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes be held by the HoldersTownship as performance security for any and all obligations of the Promoters under this Agreement including obligations to the County. Notwithstanding The letter of credit shall be drawn on a Canadian chartered bank and shall be expressed in Canadian funds, it shall have an expiration date not earlier than July 31, 2019, and must be provided to the foregoing, if any Holder shall convert all or any portion of its Notes on or Township prior to September 30July 5, 20092019. Unless earlier released by the Township in consultation with the County, but otherwise in its sole and absolute discretion, the LC Agent shall (letter of credit may be drawn upon or cashed by the Township at any time and the Company shall give the LC Agent written instructions to) withdraw an amount equal in any amount, and any such amounts may be applied to the Interest Make-Whole cost of taking any corrective or remedial action in the event that the Promoters are in default of any of their obligations under this Agreement. In the event that the letter of credit is about to expire and will not be renewed by the issuing bank, it may be drawn upon or cashed at the option of the Township in its sole and absolute discretion. Prior to drawing upon the letter of credit, the Township shall present an invoice to the Promoters with respect to any corrective or remedial action taken by the Principal Amount so converted Township or the County, pursuant to a default by the Promoters of their obligations, for review and shall, payment within one five business (15) Business Day, deliver such amount days subject to the applicable Holder(s). The Interest Make-Whole shall right of the Promoters to request reconsideration and submit any issue arising from the invoice to mediation upon terms to be paid agreed upon, or arbitration on terms to be agreed upon, and failing such agreement, to be determined pursuant to the Holders as their interests may appear in accordance with the written instructions provisions of the CompanyArbitrations Xxx, 0000, S.O. 1991, C.17 as amended. In addition, upon the occurrence and during the continuance of event that an Event of Default of which the Trustee has notice invoice is not paid and the Notes matter is proceeding to mediation or arbitration, the Township shall have been accelerated in accordance with Section 7.02 hereof and the right to either obtain an extension of the term of the letter of credit beyond its July 31, 2019 expiry date or cash it until such acceleration has not been rescinded as provided therein, then the Trustee, time as the LC Agent, shall draw under dispute regarding the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. 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 16.01 prior to suchinvoice is resolved.

Letter of Credit. (ai) On or prior to the Issue Business Day immediately following the Closing Date, the Company shall obtain an irrevocable letter of credit (the “Letter of Credit. On each ”), in the amount of $7,000,000 (the first four Interest Payment Dates, the LC Agent shall withdraw from the “Letter of Credit an amount equal to Amount”) issued in favor of Portside Growth and Opportunity Fund, in its capacity as letter of credit agent for the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount holders of the Notes held (the “LC Agent”) by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior a bank acceptable to September 30, 2009, the such LC Agent (the “Letter of Credit Bank”) and in form and substance acceptable to such LC Agent. The Letter of Credit, including any renewals, extensions or replacements referred to below, shall expire not earlier than 91 days after the Stated Maturity (and as defined in the Company shall give Indenture) of the Notes (the “LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(sExpiration Date”). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon Upon (i) the occurrence and during the continuance of an Event of Default (as defined in the Indenture) under any of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided thereinor (ii) the Stated Maturity of the Notes, then the Trustee, as the LC Agent, Agent shall be entitled to draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount 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 initially issued to each of the Buyers and apply hold such amount as collateral security for the proceeds from such draw in accordance with Section 7.10 hereofobligations 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 16.01 4(n) prior to suchsuch 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 of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit. Following a Withdrawal Event, the LC Agent shall be entitled to draw down the Letter of Credit Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Notes) and hold such amount as collateral security for the obligations under the Notes for the benefit of the Buyers. With respect to each Buyer that has delivered an Event of Default Redemption Notice pursuant to the Indenture (with a copy to the LC Agent), no later than the later of (i) the Event of Default Redemption Date with respect to such holder of Notes and (ii) the second (2nd) Business Day following the date that the LC Agent received all or any portion of the Letter of Credit Amount from the Letter of Credit Bank, the LC Agent shall distribute to such Buyer an amount in cash equal to the lesser of (i) such Buyer’s Event of Default Redemption Price and (ii) an amount calculated by multiplying the Letter of Credit Amount by the quotient determined by dividing (A) the principal amount of Notes issued to such Buyer on the Closing Date by (B) the aggregate principal amount of all Notes issued to all Buyers on the Closing Date (the “Letter of Credit Allocation”); provided, that in no event shall the LC Agent be required to deliver to the Buyers more than the total amount drawn under the Letter of Credit. In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s Notes, the transferee shall be allocated a pro rata portion of such Buyer’s Letter of Credit Allocation, and the rights of the applicable transferor contained in the prior sentence shall apply to the applicable transferee with respect to the portion of the Letter of Credit Allocation allocated to such transferee. In the event that any Buyer of Notes shall convert all or a portion of such Buyer’s Notes, which leaves such Buyer with an aggregate principal amount of Notes that is less than such Buyer’s Letter of Credit Allocation, then such Buyer’s Letter of Credit Allocation shall be reduced to the outstanding principal of Notes held by such Buyer and the difference between such Buyer’s Letter of Credit Allocation and the outstanding principal amount of Notes held by such Buyer shall be allocated to the respective Letter of Credit Allocations of the remaining Buyers of Notes on a pro rata basis in proportion to the outstanding principal amount of Notes then held by each such Buyer.

Letter of Credit. (a) On or prior Until completion of all the Facilities to be constructed in accordance with the Issue DateMaster Funding and Development Agreement, all letter of credit requirements shall be addressed in the Company shall obtain the Letter of Creditapplicable Project Development Agreements. On each Upon completion of the first four Interest Payment Dates, last Facility to be constructed in accordance with the LC Agent shall withdraw from 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 an amount equal irrevocable letter of credit at a financial institution reasonably acceptable to Lessor naming Lessor as beneficiary thereunder (the “Letter of Credit”), which Letter of Credit shall be upon such other terms, conditions and provisions acceptable to Lessor (including, without limitation, an “evergreen” provision requiring no less than sixty (60) days’ prior written notice to Lessor of any failure or refusal to renew such Letter of Credit). Subject to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009proviso below, the LC Agent Letter of Credit shall be in the amount of Fifty Percent (and the Company shall give the LC Agent written instructions to50%) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within of one (1) Business Day, deliver such amount year’s Base Rent relating to the applicable Holder(s)all completed Facilities. The Interest Make-Whole Letter of Credit or any replacement letter of credit shall provide that Lessor shall be paid entitled to the Holders as their interests may appear in accordance with the written instructions draw upon such Letter of the Company. In addition, Credit upon the occurrence and during the continuance of an Event of Default Default. In the event Lessor receives a notice of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions termination or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements nonrenewal of the Letter of Credit as necessary 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 ensure that the expiration or termination of such Letter of Credit or replacement letter of credit, which replacement letter of credit (a) shall not expire prior to confirm that it shall take effect immediately upon the LC Expiration Date (unless expiration of the expiring Letter of Credit (or such other than current replacement letter of credit), and (b) shall have been reduced be in form and substance satisfactory to zero Lessor in accordance with its reasonable discretion. Lessee shall maintain throughout the terms contained in Term a letter of credit conforming to the requirements of this Section 16.01 prior to such38.14.

Letter of Credit. TRS shall obtain and maintain a letter of ---------------- credit, in favor of Ryder, in the amount of two and one-half million dollars (a) On or prior to the Issue Date$2,500,000.00), the Company issuer or confirming bank of which will be a bank reasonably acceptable to Ryder and the terms of which shall obtain be substantially in accordance with the form attached hereto as Exhibit B (the "Letter of Credit. On each "), which may be drawn by Ryder in the event of a Material Breach by TRS under clause 13.A(i) of this Agreement or any of the first four Interest Payment Datesother agreements between the parties of even date herewith entitled Administrative Services Agreement, MIS Support Agreement or Used Truck Sales Agreement, as any of them may be amended from * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. time to time, or as otherwise provided in Schedule 9.6(c) of the LC Agent Asset Purchase Agreement. Such Letter of Credit shall withdraw from be for a term of at least one year. One master $2.5 million letter of credit which complies with the terms of this paragraph shall constitute the Letter of Credit an amount equal under each of the foregoing listed agreements ("Support Agreements"). TRS shall be obligated to promptly replace the Letter of Credit or restore it to its full amount, respectively, should Ryder draw such Letter of Credit in full or in part due to the aggregate interest amount due on such Interest Payment Date to the Holders on occurrence of a pro rata basis based on the Principal Amount of the Notes held by the HoldersMaterial Breach under this Agreement. Notwithstanding the foregoing, if any Holder shall convert all TRS may terminate, or any portion of its Notes on or prior to September 30, 2009not renew, the LC Agent Letter of Credit after the first anniversary of the date hereof, if it is not in default of this Agreement at such time; provided, however, that should TRS, after such time either (i) commit a Material Breach of this Agreement due to failure to pay charges due hereunder or under any Support Agreement (except if prevented by a force majeure under Section 16.K below) or (ii) twice within a twelve-month period fail to timely pay charges due hereunder or under any Support Agreement (except if prevented by a force majeure under Section 16.K below, then TRS shall (again be obligated to obtain and maintain the Company shall give the LC Agent written instructions to) withdraw an amount equal Letter of Credit pursuant to the Interest Make-Whole with respect first two sentences of the previous paragraph, and to promptly replace the Letter of Credit or restore it to its full amount, respectively, should Ryder draw such Letter of Credit in full or in part due to the Principal Amount so converted and shalloccurrence of a Material Breach under this Agreement. If, within one (1) Business Dayhowever, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance following twelve months TRS timely pays all charges coming due hereunder, and is not at such time otherwise in default of an Event of Default of which the Trustee has notice and the Notes have been accelerated this Agreement, or in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided thereinbankruptcy, then the TrusteeTRS may again terminate, as the LC Agentor not renew, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred and TRS's obligations hereunder to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of the Letter of Credit as necessary to ensure that maintain the Letter of Credit shall not expire prior cease, subject 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 16.01 prior to suchlast stated proviso above.

Letter of Credit. (aNotwithstanding anything contained in Subparagraph 4(b) On or prior above to the Issue Datecontrary, the Company shall obtain Xxxxxxx Money may be in the form of an irrevocable standby letter of credit (“Letter of Credit. On each of ”) issued by an Approved Depository (the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s“Issuer”). The Interest Make-Whole Escrowee shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw beneficiary under the Letter of Credit, including any renewals, extensions or replacements referred to below, for and the full Letter of Credit Amount then available thereundershall expire no earlier than August 31, 2013. The Letter of Credit shall be non-transferable, and apply shall 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 Purchaser is in default under this Agreement and that Seller is, therefore, entitled to the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of the Letter of Credit. Upon its receipt from Seller of the sworn certificate of Purchaser’s default, the Escrowee is hereby required to (i) notify Purchaser as provided in Paragraph 20 of this Agreement; 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 as necessary to ensure 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 Letter of Credit shall on deposit with Escrowee is not expire renewed or replaced by Purchaser at least thirty (30) days prior to the LC Expiration Date (unless the its expiration date, such Letter of Credit shall have been reduced be presented by Escrowee to zero Issuer for payment and the proceeds thereof held in the Escrow in accordance with the terms contained of the Escrow Agreement. At any time, Purchaser shall have the right to deposit cash in this Section 16.01 prior the amount of the Xxxxxxx Money with Escrow Agent, and Escrow Agent promptly after receipt of said cash deposit, shall return the Letter of Credit to suchPurchaser.

Letter of Credit. 19.26.1 Within thirty (a30) On days after the execution of this Lease, Tenant shall, as security for the payment by Tenant of the Rent and for the faithful performance of every provision of all the terms, conditions and covenants of this Lease to be performed by Tenant, deliver to Landlord the LOC, in substantially the same form as Exhibit H, with a term of not less than one year with an automatic renewal on or after one year after its issue date. Tenant shall cause the LOC to be renewed annually at least thirty (30) days prior to its expiration. In the Issue Dateevent the LOC is not renewed as required in this Section 19,26.1 at least thirty (30) days prior to expiration, and Tenant has not delivered either cash in the Company shall obtain the Letter of Credit. On each amount of the first four Interest Payment DatesLOC or a new LOC as hereafter required Landlord shall be entitled to draft upon the LOC for the entire amount thereof, notwithstanding that Tenant may then be current in the LC Agent shall withdraw from payment of Rent under the Letter of Credit an amount equal to Lease and no other default has occurred. If for any reason the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based draft on the Principal Amount of the Notes held LOC is not honored in its entirety by the Holders. Notwithstanding the foregoingissuing financial institution on demand by Landlord, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and then Tenant shall, within one (1) 10 Business DayDays of receipt of notice from Landlord, deliver to Landlord either a new LOC issued by Comerica Bank (El Segundo, CA location) or such other financial institution reasonably acceptable to Landlord with offices in the Denver metropolitan area, in substantially the same form and content as Exhibit H attached hereto. Tenant shall have the right to substitute the LOC with an LOC meeting the requirements of this Section 19.26 and issued by a financial institution reasonably acceptable to Landlord with offices in the Denver metropolitan area. Provided Tenant has performed all of its obligations hereunder, the required amount to of the applicable Holder(s). The Interest Make-Whole LOC shall be paid to the Holders as their interests may appear in accordance with the written instructions reduced by $100,000 on each anniversary of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. 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 16.01 prior to suchCommencement Date.

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) On as such letter of credit, may be renewed, extended, or replaced, the “Letter of Credit”). The Letter of Credit shall provide that it shall renew automatically for consecutive terms of not less than one year each, unless the issuer thereof provides Lender with written notice not less than 90 days prior expiry date that the Letter of Credit will not be renewed. If such notice is provided to Lender, then Borrower shall, prior to the Issue Date, 30th day before the Company shall obtain expiry date of the Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from the deliver to Lender a replacement Letter of Credit an amount equal satisfying the terms of this Section. Lender is authorized to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit: (i) upon of after an Event of Default, including any renewals, extensions (ii) if fewer than 30 days remain prior to the expiry thereof and the same has not been renewed or replacements referred to below, for the full replaced with cash or an new Letter of Credit Amount then available thereunderCredit, and apply in each case conforming to the proceeds from such requirements of this Section 3.5, or (iii) at Borrower’s request. In connection with a written request by Borrower to draw in accordance with Section 7.10 hereof. The Company on the Letter of Credit, Lender shall obtain such renewals, extensions or replacements of draw against the Letter of Credit as necessary within fifteen (15) days after the delivery by Borrower to ensure that Lender of a request therefor (but not more often than once per month and in increments of at least $5,000, provided the Letter of Credit shall not expire prior permits partial draws thereunder) and deposit the same into the Rollover Reserve Subaccount to be disbursed to pay Approved Leasing Expenses for the LC Expiration Date (unless the Letter of Credit shall have been reduced to zero T-Mobile Property in accordance with the terms contained in this and conditions of Section 16.01 prior to such3.5.1.

Letter of Credit. At the First Closing, Seller shall provide to 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 (athe "Letter of Credit") On or prior to reimburse Buyer for any Damages (hereinafter defined) incurred by Buyer as set forth in Article IX hereof. The Letter of Credit shall be effective as of the First Closing Date and be continuously in effect for a period of one (1) year and forty (40) days after the 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 original Letter of Credit to the Issue Dateissuing bank 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 Company shall obtain Second Closing has not occurred by April 15, 1998, Seller agrees to renew or replace the Letter of Credit 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 draw the entire amount of the Letter of Credit. On each of the first four Interest Payment DatesIf any Damages which are indemnifiable by Seller have not been paid or are not finally determined at May 14, the LC Agent 1999, then Seller shall withdraw from the cause a renewal or replacement Letter of Credit an amount equal to be delivered to Buyer ten (10) days prior to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount expiration of the Notes held then current Letter of Credit, which will entitle Buyer to draw upon the issuing bank until ten (10) days after such dispute is finally determined. If such replacement letter is not provided by the Holders. Notwithstanding ten (10) day period before the foregoingexpiration of the then current Letter of Credit, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole then Buyer shall be paid entitled to draw the Holders as their interests may appear in accordance with the written instructions entire amount of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. 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 16.01 prior to such.

Letter of Credit. (a) On or prior to A. Tenant has deposited with Owner, a the Issue Date, the Company shall obtain the Letter of Credit. On each time of the first four Interest Payment Datesexecution and delivery of this Lease, an unconditional, irrevocable letter of credit issued by United Jersey Bank (referred to as the LC Agent shall withdraw from "Bank"), in favor of Owner, in the Letter sum of Credit an amount equal to TWENTY-SIX THOUSAND TWO HUNDRED FIFTY AND 00/100 ($26,250.00) DOLLARS in funds available immediately or same day funds in the aggregate interest amount due on such Interest Payment Date to City of New York, as security for the Holders on a pro rata basis based on the Principal Amount faithful observance and performance by Tenant of the Notes held by the Holdersterms, covenants and conditions or this Lease on Tenant's part to be observed and performed. Notwithstanding the foregoing, if any Holder shall convert all or any portion Such letter of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within credit is for a term of not less than one (1) Business Dayyear which term shall be automatically renewed for successive on (1) year terms, deliver 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 amount 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 applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions expiration of the Company. In additionsaid letter of credit or any renewal or replacement, upon the occurrence same terms and during conditions. In the continuance event of an Event any transfer of Default said letter of which 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 said Bank to the Trustee has notice tranferee, upon the same terms and conditions, in replacement of the Notes have been accelerated in accordance letter of credit to transferred and Owner agrees that, simultaneously with Section 7.02 hereof 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 such acceleration has not been rescinded as provided thereinall renewals and replacements, then the Trusteeare referred to, collectively, as the LC Agent"Letter of Credit". The Letter of Credit shall be held in trust by Owner for the purposes set forth in this Article and shall not be transferred except for transfer (a) to an agent for collection, shall draw under 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 replacement Letter of Credit, or in the observance or performance of Tenant's agreement to cause the Bank to renew the Letter of Credit, including any renewalsin addition to all rights and remedies which Owner may have under this Lease or at law, extensions shall have the right to require the Bank to make payment to Owner of the entire sum of TWENTY-SIX THOUSAND TWO HUNDRED FIFTY AND 00/100 ($26,250.00) DOLLARS or replacements referred to belowthe undrawn portion thereof, for as the full case may be, represented by the Letter of Credit Amount then available thereunderCredit, and apply which sum shall be held by Owner as Cash Security (as said term is hereinafter defined) in the proceeds from such draw in accordance same manner as if said sum had been deposited with Section 7.10 hereofOwner pursuant to the provisions of Subsection B of this Section. The Company shall obtain such renewals, extensions Of 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 renew or replacements of replace the Letter of Credit in accordance with the foregoing provisions of this Subsection, such default by Tenant shall be deemed cured by such payment, with the effect that Owner shall not have the right to terminate this Lease or the term hereof by reason of 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 necessary provided in Article 16 or by or under any summary proceeding or any other action or 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 ensure that all rights and remedies which Owner may have under this Lease or at law, may from time to time, draw on the Letter of Credit shall not expire prior in one 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 LC Expiration Date event of a partial drawing, as provided in the immediately preceding sentence, Tenant shall, within five (unless 5) days after demand, cause the Bank to issue an amendment to the Letter of Credit shall have been reduced restoring the amount available thereunder to zero in accordance with the terms contained in this Section 16.01 prior to suchTWENTY-SIX THOUSAND TWO HUNDRED FIFTY AND 00/100 ($26,250.00)

Letter of Credit. In lieu of making cash deposits into the Replacement Reserve Account, Borrower may, as security for its obligations under Section 4.05 of this Loan Agreement, deliver to Lender on the Closing Date an irrevocable letter of credit (payable on sight draft) in an amount equal to One Hundred Nine Thousand Two Hundred Fifty and no/100 dollars ($109,250.00) (“Letter of Credit”), naming Lender as the sole beneficiary thereof. The Letter of Credit shall: (a) On be perpetual or for a term of one year with automatic renewals unless Lender receives written notice of non-renewal from the issuing financial institution at least sixty (60) days prior to the Issue Date, expiration of the Company shall obtain then current Letter of Credit; (b) be issued by a domestic financial institution that is not an Affiliate of Borrower and that has a long-term senior debt rating by S&P of not less than “AA” or such other credit rating as is acceptable to Lender; (c) permit full or partial draws without condition or charge to the beneficiary of the Letter of Credit. On each ; (d) be freely transferable by the beneficiary of the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit an amount equal (and each successor as beneficiary) without restriction or charge and (e) otherwise be acceptable to Lender in all respects. If Borrower elects, in lieu of making deposits to the aggregate interest amount due on such Interest Payment Date Replacement Reserve Account to deliver to Lender a Letter of Credit. Borrower shall cause the Letter of Credit to remain valid and effective at all times while the Loan is outstanding plus an additional thirty (30) days following the full payment of the Loan unless and to the Holders on a pro rata basis based on extent the Principal Amount Letter of Credit is drawn upon by Lender and paid in the amount of such draw. The Letter of Credit shall be effective and delivered as of the Notes held by Closing Date. Lender shall have the Holders. Notwithstanding the foregoing, if any Holder shall convert all right to draw in full or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, part upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewalswithout notice to Borrower: (i) upon the occurrence of an Event of Default; (ii) if Lender has not received, extensions or replacements referred at least thirty (30) days prior to below, for the full date on which the then outstanding Letter of Credit Amount then available thereunderis scheduled to expire, a renewal or replacement Letter of Credit that satisfies all requirements of this Section 6.08 and apply Borrower has not deposited into the proceeds from Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (iii) upon a transfer of the Loan by Lender (within the meaning of Article 15 hereof) to another party (“Transferee”), Lender or is Transferee has not been delivered within ten (10) days of Lender’s notice of such draw transfer, for any reason, either an endorsement to any Letter of Credit by the issuing financial institution evidencing Transferee as the new beneficiary thereunder or a substitute Letter of Credit naming Transferee as beneficiary thereunder and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (iv) if Borrower fails to cooperate in accordance any manner deemed appropriate or advisable by Lender in order for Lender to obtain an endorsement or substitute Letter of Credit and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (v) if Borrower fails to pay any transfer fee due in connection with transferring the Letter of Credit to the Transferee and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 7.10 hereof4.05; or (vi) if Lender has not received within ten (10) Business Days of the earlier of (A) Lender’s notice to Borrower that the financial institution issuing the Letter of Credit ceases to meet the rating requirement set forth in this Section 6.08, or (B) Borrower finding out that the financial institution issuing the Letter of Credit ceases to meet the rating requirement set forth in this Section 6.08, a replacement Letter of Credit that satisfies all requirements of this Section 6.08 and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05. The Company Lender shall obtain such renewalsbe entitled to charge Borrower a reasonable processing fee for administering and reviewing any renewal, extensions replacement or replacements release of the Letter of Credit as necessary which Borrower is required to ensure provide pursuant to this Loan Agreement and Borrower has not deposited into the Replacement Reserve Account the amounts that the Letter of Credit shall not expire prior Borrower is obligated to the LC Expiration Date (unless the Letter of Credit shall have been reduced on deposit pursuant to zero in accordance with the terms contained in this Section 16.01 prior to such4.05.

Letter of Credit. (a) Subject to Section 5.7 hereof and except as may be permitted under the Indenture, the Borrower agrees that throughout the term of this Agreement it, or any successor or assignee as permitted by Section 5.2 hereof, will maintain or cause to be maintained the Letter of Credit or an Alternate Letter of Credit. At any time the Borrower may, at its option, provide for the delivery to the Trustee of an Alternate Letter of Credit and the Borrower shall, in any event, cause to be delivered an Alternate Letter of Credit at least 60 days before the expiration date of any existing Letter of Credit, unless otherwise permitted by the Indenture, or any existing Alternate Credit Facility. An Alternate Letter of Credit shall be an irrevocable letter of credit or other irrevocable credit facility (including, if applicable, a confirming letter of credit), issued by a commercial bank or other financial institution, the terms of which shall in all material respects be the same as the Letter of Credit; provided, that the expiration date of such Alternate Letter of Credit shall be a date not earlier than one year from its date of issuance, subject to earlier termination upon payment of all Bonds in full or provision for such payment in accordance with Article X of the Indenture. Not less than 30 days prior to the delivery of an Alternate Letter of Credit, the Borrower shall (i) deliver to the Trustee a commitment for the delivery of such Alternate Letter of Credit, (ii) inform the Trustee of the date on which the Alternate Letter of Credit will become effective, which date shall not be less than 5 calendar days prior to the stated expiration date of the existing Letter of Credit and (iii) inform the Trustee of the rating expected to apply to the 1998A Bonds after the Alternate Letter of Credit is delivered. On or prior to the Issue Datedate of the delivery of an Alternate Letter of Credit to the Trustee, the Company Borrower shall obtain cause to be furnished to the Trustee (i) an opinion of Bond Counsel stating that the delivery of such Alternate Letter of Credit. On each Credit to the Trustee is authorized under the Indenture and complies with the terms hereof and will not adversely affect the Tax-exempt status of the first four Interest Payment DatesBonds, (ii) an opinion that such Alternate Letter of Credit is enforceable in accordance with its terms (except to the LC Agent shall withdraw extent that the enforceability thereof may be limited by bankruptcy, reorganization or similar laws limiting the enforceability of creditors' rights generally and except that no opinion need be expressed as to the availability of any discretionary equitable remedies), and (iii) written evidence from a Rating Agency to the effect that such rating agency has reviewed the proposed Alternate Letter of Credit and (A) that the substitution of the proposed Alternate Letter of Credit for the Letter of Credit an amount equal to will not, by itself, result in a reduction or withdrawal of its rating of the aggregate interest amount due on such Interest Payment Date to Bonds from the Holders on a pro rata basis based rating which then prevails, unless on the Principal Amount effective date of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Alternate Letter of Credit Amount then available thereunderthe Holders of the Bonds are subject to mandatory tender pursuant to Section 4.06 of the Indenture, in which case, subject to clause (B) following, the rating of the Bonds may be reduced, and apply (B) if the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewalsBonds then have a long-term rating, extensions or replacements of the Letter of Credit as necessary to ensure that the Letter of Credit shall not expire prior to Bonds will be rated Moodx'x "X0" or Fitch "A+" (or equivalent) or higher or, if the LC Expiration Date (unless Bonds only have a short-term rating, will be in the Letter of Credit shall have been reduced to zero in accordance with the terms contained in this Section 16.01 prior to suchhighest short-term rating category.

Letter of Credit. In satisfaction of the Security Deposit obligation contained in Section 28.1 above, Tenant shall deliver to Landlord, and shall maintain in effect at all times during the Initial Term following delivery thereof, a clean, unconditional and irrevocable letter of credit, in substantially the form 50 annexed hereto as Exhibit E (athe “Letter of Credit”) On in the amount of the Security Deposit described in Article 1 hereof issued by Imperial Bank or another banking corporation (“Bank”) reasonably satisfactory to Landlord. Such letter of credit shall have an expiration date no earlier than the first anniversary of the date of issuance thereof and it shall be automatically renewed from year-to-year unless terminated by the Bank by notice to Landlord given not less than forty-five (45) days prior to the Issue Datethen expiration date therefor. It is agreed that in the event there exists an Event of Default in respect of any of the terms, covenants or provisions of this Lease, including, but not limited to, the Company payment of Rent, or if any letter of credit is terminated by the Bank and is not replaced within thirty (30) days prior to its termination or expiration that (A) Landlord shall obtain have the Letter right to require the Bank to make payment to Landlord of Credit. On each so much of the first four Interest Payment Datesentire proceeds of the letter of credit as shall be reasonably necessary to cure the Event of Default (or the entire proceeds if notice of termination is given as aforesaid and the letter of credit is not replaced as aforesaid), and (B) Landlord may apply said sum so paid to it by the LC Agent shall withdraw from the Letter of Credit an amount equal Bank to the aggregate interest amount due on such Interest Payment Date to extent required for the Holders on a pro rata basis based on the Principal Amount payment of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all Rent or any portion other sum as to which an Event of its Notes on Default by Tenant exists or prior for any sum which Landlord may expend or may be required to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance expend by reason of an Event of Default by Tenant in respect of which any of the Trustee has notice terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the Notes have been accelerated in accordance reletting of the Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord, without thereby waiving any other rights or remedies of Landlord with Section 7.02 hereof and respect to such acceleration has not been rescinded as provided thereinEvent of Default. If Landlord applies any part of the proceeds of a letter of credit, then the TrusteeTenant, as the LC Agentupon demand, shall draw under deposit with Landlord promptly the Letter amount so applied or retained (or increase the amount of Credit, including any renewals, extensions or replacements referred to below, for the letter of credit) so that the Landlord shall have the full Letter deposit on hand at all times during the Term. If, subsequent to a letter of Credit Amount then available thereundercredit being drawn upon, and apply a new letter of credit meeting all the proceeds from such draw in accordance with Section 7.10 hereof. 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 requirements set forth in this Section 16.01 prior 28.2 is delivered to suchLandlord, any proceeds of the former letter of credit then held by Landlord shall be promptly returned to Tenant. If Tenant shall fully and faithfully comply with all of the terms, covenants and provisions of this Lease, any letter of credit, or any remaining portion of any sum collected by Landlord hereunder from the Bank, together with any other portion or sum held by Landlord as security, shall be returned to Tenant within thirty (30) days after the last day of the Initial Term of this Lease. In the event of an assignment by Landlord of its interest under this Lease, Landlord shall have the right to transfer the security to the assignee, and Tenant agrees to look to the new Landlord solely for the return of said security and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord.

Letter of Credit. (a) On Guarantor agrees to obtain, as a condition precedent to Lessor's obligations under the Lease, an irrevocable letter of credit (the "Credit") from such issuer which is a US Bank having a Standard & Poor's rating of BBB or better and in an initial amount of not less than $13,709,296.00 and in such form as is consistent with the terms of this Guaranty and as is reasonably acceptable to Lessor. The Credit shall be unconditional and remain in full force and effect for the entire Initial Term of the Schedule identified in Section 1 above, provided that Guarantor shall upon at least 30 days prior written notice to Lessor be entitled to replace any existing letter of credit with a substitute irrevocable letter of credit ("Substitute Credit") in such form as is consistent with the terms of this Guaranty, and in Lessor's reasonable opinion, substantively identical in all respects to the Issue DateCredit as then in effect (including, the Company shall obtain the Letter of Credit. On each of the first four Interest Payment Dateswithout limitation, the LC Agent shall withdraw from the Letter of Credit providing for an available amount equal to the aggregate then currently available amount under the Credit and, if such substitute letter of credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that would be in effect under the Credit originally accepted by Lessor hereunder), and is from an issuer reasonably acceptable to Lessor. Any such Substitute Credit, once issued and in the possession of Lessor, shall become the only Credit on which Lessor shall make any subsequently initiated draws. Any proceeds of the Credit shall be applied by Lessor: (i) only to Guaranteed Obligations under this Guaranty, and (ii) only following the giving of a Demand Notice and the expiration of the Demand Period with respect thereto. Lessor will only be entitled to draw upon the Credit only to the extent of the foregoing or, if it shall have received a notice of nonrenewal from the issuer of the Credit, Lessor will be entitled to draw up to the entire available amount of the Credit, but only to the extent of the total of the Guaranteed Obligations then outstanding, and the extent of any other outstanding obligations of Guarantor under this Guaranty, and to the extent of any Guaranteed Obligations which are not due which are to come due, provided further that in the event of such a notice of nonrenewal Lessor shall not draw on the Credit if Guarantor has within 30 days of Lessor's receipt of the notice of nonrenewal replaced the existing letter of credit with a Substitute Credit as provided above. If, for any reason, whether or not in breach of this Guaranty or in compliance with this Guaranty, Lessor (or its lawful assignees or transferees) draw on the Credit for any sums exceeding the amounts then due by Guarantor for obligations under this Guaranty (such amounts so drawn in breach of this Guaranty to the extent they have not from time to time been applied to Guaranteed Obligations hereunder or paid to Guarantor hereunder, the "Excess Amounts"), Lessor agrees (A) to pay interest amount due on such Excess Amounts at the 3-Month Treasury Constant Maturity rate as described in Federal Reserve Statistical Release H.15—Selected Interest Payment Date Rates (available, for example, at xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data.htm and, specifically, xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data/Weekly_Friday_/H15_TCM NOM_M3.txt which, by way of further example, reflects a rate of 4.99% for the week ending December 8, 2006), or any successor publication of the US Federal Reserve System, as from time to time existing at and after such time(s) that such draws are made, the rate reported for the last day of each complete week to apply for the entire preceding week, and (B) to pay such Excess Amounts and such accrued interest to Guarantor as follows: (1) in full at such time as the Guaranteed Obligations have been paid in full, (2) in full at such time that Guarantor provides a Substitute Credit in such form as is consistent with the terms of this Guaranty, and in Lessor's reasonable opinion, substantively identical in all respects to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoingoriginal Credit (including, if any Holder shall convert all or any portion of its Notes on or prior to September 30without limitation, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw providing for an available amount equal to the Interest Makeamount that would have been available under the original Credit at the time the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) not drawn on the original Credit and, if such Substitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), and such Substitute Credit is from an issuer reasonably acceptable to Lessor; (3) if at any time the Excess Amounts plus accrued interest therein plus the amounts then available under the Credit exceed the amount that would have otherwise been available under the Credit if the Excess Amounts then outstanding had not been drawn under the Credit (and no subsequent conditions had existed that would have allowed a draw of any portion of such Excess Amounts or otherwise permitted Lessor to notify the issuer of the Credit to cease further reductions), and the quarterly reductions had thus continued to occur under the terms of the Credit (the "Putatively Scheduled Reductions"), Lessor shall upon demand of Guarantor immediately pay Guarantor the Excess Amounts and accrued interest thereon to the extent the actual amount available under the Credit exceeds the amount that would have been available under the Credit had the Putatively Scheduled Reductions (as in effect on the date of Guarantor's demand) taken place, or (4) as is subsequently agreed-Whole to in writing by the parties hereto or ordered by a court of competent jurisdiction as referenced in Section 11 below (provided, however, that this reference to such order shall not be considered an agreement or stipulation thereto by Lessor). Any Excess Amounts and accrued interest shall be considered a general obligation of Lessor and, for the avoidance of doubt, not the property of Guarantor and not property held in held in trust for the benefit of Guarantor. For the further avoidance of doubt, Lessor shall have no obligations with respect to such Excess Amounts or accrued interest except as expressly provided for in this Guaranty, and, without limiting the Principal Amount so converted generality of the foregoing, Lessor need not keep any Excess Amounts or accrued interest in a separate account or otherwise segregate any Excess Amounts or accrued interest from its general assets and shallobligations (it being the express agreement of the parties that in exchange for Lessor's obligation to pay interest on the Excess Amounts as provided above Lessor shall have the full benefit and use of the Excess Amounts and accrued interest, within one (1) Business Daywhich it may invest, deliver such amount reinvest, or not invest, all as Lessor may see fit in its absolute discretion, without having to account to Guarantor for the same). Any Excess Amounts and accrued interest shall be applied by Lessor only to Guaranteed Obligations under this Guaranty, and only following the giving of a Demand Notice and the expiration of the Demand Period with respect thereto. The parties agree that their fundamental agreement and intent hereunder is that the Guaranteed Obligations be at all times unconditionally secured by full access to the applicable Holder(s)funds intended to be available under the Credit (as originally contemplated hereby) even following any breach hereunder by Lessor. The Interest Make-Whole Accordingly, the parties agree that no payment of the Excess Amounts shall be paid to Guarantor except to the Holders as their interests may appear extent provided in accordance clauses (1) through (3) above and that any court in determining remedies for the breach by Lessor hereunder shall not order payment of such amounts over to Guarantor except consistent with clauses (1) through (3) above but, rather, shall consider alternative remedies consistent with the written instructions parties' intent, including, without limitation, maintaining the Excess Amounts and accrued interest thereon which are not required to be paid to Guarantor under any of clauses (1) through (3) above in a separate account such that Lessor shall have the full benefit thereof without condition or contingency—other than the conditions provided in this Guaranty that the Guaranteed Obligations shall not have been actually paid, that a Demand Notice shall be given as provided above, and that the ensuing Demand Period shall have expired. For the avoidance of doubt, as stated in clause (2) above, nothing in this paragraph shall prevent Guarantor from being entitled to immediate payment of the Company. In addition, upon the occurrence Excess Amounts if and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated when Guarantor provides a Substitute Credit in accordance with Section 7.02 hereof and such acceleration has not been rescinded form as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. 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 is consistent with the terms contained of this Guaranty, and in this Section 16.01 prior Lessor's reasonable opinion, substantively identical in all respects to suchthe original Credit (including, without limitation, providing for an available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) not drawn on the original Credit and, if such Substitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), and such Substitute Credit is from an issuer reasonably acceptable to Lessor.

Letter of Credit. At all times that all or any portion of the Loan remains outstanding and all or any portion of Indemnitor’s obligations under the Interest and Carry Guaranty, Recourse Guaranty Agreement, Completion Guaranty and/or Environmental Indemnification Agreement remain outstanding, Borrower shall keep and maintain the Letter of Credit in full force and effect, in an amount not less than the applicable Required L/C Amount. Borrower acknowledges and agrees that Lender shall have the right to draw on the Letter of Credit, up to the full amount thereof, in the event that (ai) On Lender shall have made a written demand upon Indemnitor to perform or satisfy an obligation guaranteed under the Interest and Carry Guaranty, Recourse Guaranty Agreement, Completion Guaranty and/or Environmental Indemnification Agreement that Indemnitor is then required to perform or satisfy and Indemnitor shall have failed to perform or satisfy the same within ten (10) Business Days following such demand, (ii) such Letter of Credit shall be scheduled to expire within thirty (30) days and the same shall not have been renewed or replaced with a replacement letter of credit in the Required L/C Amount and satisfying the requirements set forth in the definition of “Letter of Credit” (or otherwise satisfactory to Lender), (iii) if Lender has received a notice from the issuing bank that the Letter of Credit will not be renewed and a substitute Letter of Credit is not provided at least thirty (30) days prior to the Issue Datedate on which the existing Letter of Credit is scheduled to expire, (iv) upon receipt of notice from the Company issuing bank that the Letter of Credit will be terminated (except if a substitute Letter of Credit is provided no later than thirty (30) days prior to such termination), (v) if Lender has received notice that the issuing bank shall obtain cease to be an Approved Bank or if the issuing bank otherwise ceases to be an Approved Bank and Borrower shall not have caused a substitute Letter of Credit from an Approved Bank to be issued within thirty (30) days after notice, and/or (vi) if the issuing bank shall fail to (A) issue a replacement Letter of Credit in the event the original Letter of Credit has been lost, mutilated, stole and/or destroyed in accordance with such bank’s standard procedures and the applicable provisions of the Letter of Credit, or (B) consent to the transfer of the Letter of Credit to any Person designated by Lender to whom Lender is assigning the Loan in accordance with the terms hereof and such bank’s standard procedures and the applicable provisions of the Letter of Credit. On each Notwithstanding the foregoing, Lender is not obligated to draw on any Letter of Credit upon the happening of an event specified in the immediately preceding sentence and shall not be liable for any Losses sustained by Borrower due to the insolvency of the first four issuing bank if Lender has not drawn the Letter of Credit. The Letter of Credit and the Required L/C Amount shall not be deemed to be a limitation on Indemnitor’s obligations under the Interest Payment Datesand Carry Guaranty, Recourse Guaranty Agreement, Completion Guaranty and/or Environmental Indemnification Agreement, which obligations shall only be reduced by the LC Agent shall withdraw from amount actually drawn under the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoingin satisfaction thereof, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s)drawn. The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of the Letter of Credit as necessary to ensure that If the Letter of Credit shall not expire prior terminate or otherwise cease to the LC Expiration Date (unless the be in full force and effect, Borrower shall post a replacement Letter of Credit in the Required L/C Amount, satisfying the requirements set forth in the definition of “Letter of Credit” or otherwise satisfactory to Lender within fifteen (15) Business Days after receiving notice thereof or otherwise becoming aware of the same (whichever is earlier), and failure to do so shall have been reduced to zero in accordance with the terms contained in this Section 16.01 prior to suchbe an Event of Default hereunder.

Letter of Credit. Lessee shall 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 (a) On or prior to the Issue Date, the Company shall obtain the "Letter of Credit"). On each The Letter of Credit shall be in the first four Interest Payment Datesamount of One Million Dollars ($1,000,000), the LC Agent subject to later reduction as set forth in this Article V. The Letter of Credit shall withdraw from be in form reasonably satisfactory to Lessor. In all events, such form shall provide that Lessor may draw upon the Letter of Credit an amount equal solely upon making demand to the aggregate interest issuing bank for the amount due on such Interest Payment Date specified by Lessor in its demand, and by presenting evidence to the Holders on a pro rata basis based on the Principal Amount issuing bank of the Notes held by the Holdersidentity of Lessor. Notwithstanding the foregoing, if Lessor shall not be required to satisfy any Holder shall convert all or any portion of its Notes on or prior conditions in order to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, draw upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of the Letter of Credit as necessary to ensure it being understood that the Letter of Credit shall not expire prior be unconditional and irrevocable. However, Lessor shall have access to the LC Expiration Date (unless funds represented by the Letter of Credit only for the purposes and under the conditions set forth herein, and shall have been reduced not make any such demand for a draw unless Lessor is entitled under this Article V to zero in accordance with draw upon the terms contained in this Section 16.01 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 suchthe 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 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 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 (30) days after the expiration of the term, or thirty (30) days after Lessee has vacated the Premises. In the event Lessee fails to cause the Letter of Credit to remain in effect for such thirty (30) day period

Letter of Credit. In order to secure the Agent’s obligations under this Agreement, in respect of (ax) On or the payment of the Remaining Guaranteed Amount, and (y) Expenses of the Sale on the Payment Date, Agent shall furnish Merchant an irrevocable standby letter of credit naming Merchant and GECC as co-beneficiaries (collectively, the “Beneficiaries”) as beneficiary in the aggregate original face amount equal to the sum of (i) twenty percent (20%) of the estimated Guaranteed Amount, plus (ii) three (3) weeks estimated Expenses that would be payable by Merchant, which shall be in the form of Exhibit 3.4 hereof (collectively, the “Letter of Credit”). The Letter of Credit shall have an expiry date of no earlier than sixty (60) days after the Sale Termination Date. Unless the parties shall have mutually agreed, in consultation with GECC, that they have completed the final reconciliation under this Agreement, then, at least thirty (30) days prior to the Issue Dateinitial or any subsequent expiry date, the Company Beneficiaries shall obtain the Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from receive an amendment to the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all solely extending (or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trusteefurther extending, as the LC Agentcase may be) the expiry date by at least sixty (60) days. If the Beneficiaries fail to receive such amendment to the Letter of Credit no later than thirty (30) days before the expiry date, then all amounts hereunder shall become immediately due and payable and the Beneficiaries, individually or collectively, shall be permitted to draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for Credit in payment of amounts owed and the full Letter Beneficiaries shall hold the balance of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of amount drawn under the Letter of Credit as necessary security for amounts that may become due and payable to ensure Merchant hereunder. At Agent’s request, the Beneficiaries shall take all actions reasonably required to reduce the amount available to be drawn under the Letter of Credit by amounts credited against the Guaranteed Amount; provided, however, that the Letter of Credit shall not expire prior be reduced below three (3) weeks of estimated Expenses of the Sale. In the event that Agent, after receipt of three (3) business days notice (which notice shall not be required if Agent or any member of Agent shall be a debtor under title 11, United States Code), fails to pay the LC Expiration Date (unless Guaranteed Amount, or portion thereof or any Expenses when due, the Beneficiaries, individually or collectively, may draw on the Letter of Credit shall have been reduced in an amount equal to zero in accordance with the terms contained in this Section 16.01 prior to suchunpaid, past due, amount of the Agent’s obligations hereunder that is not the subject of a reasonable dispute.

Letter of Credit. (a) On or prior Concurrently with the delivery of the Bonds to the Issue DateBank, the Company Seller shall obtain the Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit an amount equal cause to be delivered to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under Bank the Letter of Credit, including any renewalsdated not later than the date hereof, extensions or replacements referred to belowissued by AmSouth, for the full Letter account of Credit Amount then available thereunder, the Seller and apply for the proceeds from such draw in accordance with Section 7.10 hereofbenefit of the Bank. 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 a date one year following the LC Expiration Date date hereof. The Letter of Credit shall by in a stated amount (unless the “Required Stated Amount”) of the lesser of (a) $15,000,000 or (b) an amount equal to forty percent (40%) times the aggregate unpaid principal balance of the Bonds for which Put Option Agreements are in effect on each anniversary date of this Agreement, based upon the scheduled aggregate principal balance of the Bonds as of such anniversary date. Not later than sixty (60) day prior to each anniversary date hereof, the Seller shall cause an acceptable amendment to the Letter of Credit to be delivered to the Bank, which shall have been reduced be in a face amount at least equal to zero the Required Stated Amount, and which shall extend the Letter of Credit for a period of one year, initially, from the anniversary date hereof, and thereafter, one year from each extended anniversary date of the Letter of Credit, except the last extension, which shall be from December 30, 1995, to June 1, 1996. Drawings under the Letter of Credit may be made solely by the Bank (and not by any other Holder of all the Bonds or any of the Bonds). The Bank agrees that promptly after any drawing under the Letter of Credit made as a result of the failure of Seller to perform any Put Option Agreement, Bank will deliver to AmSouth the Bond Documents and Bonds described in the corresponding Put Notice; and, shall cause, at Bank’s expense, all the Bond Documents assigned to the Bank by Seller to be assigned of record to AmSouth and all Bonds shall be registered in the name of AmSouth in accordance with applicable laws. The Bank agrees to accomplish the actions specified in the previous sentence with due diligence. The Bank further agrees to execute and deliver such additional instruments and documents as may reasonably be requested by AmSouth in order to effectuate such transfer. Seller agrees that after any drawing by the Bank under the Letter of Credit made as a result of the failure of the Bank to receive an acceptable amendment to the Letter of Credit, as required by this Section, the funds received by the Bank shall be held by the Bank as collateral for all obligations of Seller under this agreement, and Seller hereby pledges and assigns all of its interest in such funds to the Bank for such purpose. The Bank shall keep any such reserves held by it under this Section continuously invested in direct obligations of, or obligations the payment of which is guaranteed by, the United States of America, maturing at a date being no later than the date of termination of this agreement as set forth hereinbelow. The Bank shall not be responsible for any market loss that may occur by reason of any investment made in accordance with the terms contained in next preceding sentence. All interest on such reserve shall be payable as and when received by the Bank over to the Seller. The Bank shall have no obligation to pay any such funds to the Seller until the termination of this Section 16.01 prior agreement and the satisfaction of all of the obligations of Seller to suchthe Bank hereunder, with the exception of interest as aforesaid.

Letter of Credit. (aA) On or prior to (1) Tenant has deposited with Owner, at the Issue Date, the Company shall obtain the Letter of Credit. On each time of the first four Interest Payment Datesexecution and delivery of this Lease, an unconditional, irrevocable letter of credit issued by a lending institution acceptable to Owner (referred to as the LC Agent shall withdraw from "Bank"), in favor of Owner, in the Letter sum of Credit an amount equal TWO HUNDRED NINETY TWO THOUSAND NINE HUNDRED EIGHTY and 45/100 ($292,980.45) DOLLARS (referred to as the aggregate interest amount due on such Interest Payment Date to "Security Amount") in funds available immediately or same day funds in the Holders on a pro rata basis based on City of New York, as security for the Principal Amount faithful observance and performance by Tenant of the Notes held by the Holdersterms, covenants and conditions of this Lease on Tenant's part to be observed and performed. Notwithstanding the foregoing, if any Holder shall convert all or any portion Such letter of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within credit is for a term of not less than one (1) Business Dayyear which term shall be automatically renewed for successive one (1) year terms, deliver unless the Bank gives not less than one hundred twenty (120) days prior written notice that it will not so renew the letter of credit for such amount 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 applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions expiration of the Company. In additionsaid letter of credit or any renewal or replacement, upon the occurrence same terms and during conditions. In the continuance event of an Event any transfer of Default said letter of which credit pursuant to Paragraph F, and notice of such transfer to Tenant, Tenant, within twenty (20) days thereafter, shall cause a new letter of credit to be issued by said Bank to the Trustee has notice transferee, upon the same terms and conditions, in replacement of the Notes have been accelerated in accordance letter of credit so transferred and Owner agrees that, simultaneously with Section 7.02 hereof 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 such acceleration has not been rescinded as provided thereinall renewals and replacements, then the Trusteeare referred to, collectively, as the LC Agent, shall draw under the "Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, ". In amplification and apply the proceeds from such draw not in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements limitation of the Letter of Credit as necessary to ensure that foregoing, the Letter of Credit shall not expire prior to expressly provide that (i) the LC Expiration Date Letter of Credit can be drawn down by presentation of a sight draft only without any other documents or statements, (unless ii) partial drawings are allowed and (iii) the Letter of Credit shall have been reduced to zero in accordance be transferable by Owner, as beneficiary thereof, without restriction or limitation and with the terms contained in this Section 16.01 prior to suchall fees paid by Tenant.

Letter of Credit. The Reinsurer agrees to apply for and secure timely delivery to the Company of a clean, irrevocable and unconditional Letter of Credit containing language substantially similar to the language contained in Schedule D hereto (awith any changes to such language as may be required to obtain regulatory approval) On issued by a bank 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 Issue Dateissuing bank shall notify the Company by registered 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 equivalent Letter of Credit issued by a bank acceptable to the Company and the insurance 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 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 obtain prepare a specific statement of the Reinsurer's Coinsurance reserve for the sole purpose of amending the Letter of Credit. On each Within thirty (30) days after receipt of the first four Interest Payment Datessuch a statement, the LC Agent Reinsurer shall withdraw from secure delivery to the Company of an amendment to the Letter of Credit an to the amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount at least 102% of the Notes held by the HoldersReinsurer's Coinsurance reserve. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Such Letter of Credit Amount then available thereundermay be drawn upon at any time, and apply notwithstanding any other provisions of this Agreement, but only to be utilized by the proceeds from such draw Company or its successors in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of interest for 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 16.01 prior to suchfollowing purposes:

Letter of Credit. For as long as any amounts are outstanding under the Closing Letter of Credit or any Post-Closing Letter of Credit (collectively, the “ LOCs”), or Escrow Account, as applicable, any and all amounts payable by the Sellers as Indemnifying Parties to a Medtronic Indemnified Party shall be paid in cash first out of the LOCs or the Escrow Account, as applicable, and thereafter by the Sellers in accordance with payment instructions provided by the Buyer. The existence of the LOCs or the Escrow Account, as applicable, shall not be deemed to limit the amount of any allowable Claims by any Medtronic Indemnified Party pursuant to This Agreement for Losses in excess of the outstanding amounts under the LOCs or the Escrow Account, as applicable. The Sellers shall cause the principal amounts under each of the LOCs or the Escrow Account, as applicable, to remain outstanding until the earlier of (a) On such time as the entire principal amount of such LOC or prior the Escrow Account, as applicable, has been used to pay the Issue Date, the Company shall obtain the Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear Medtronic Indemnified Parties in accordance with the written instructions a decision of the Company. In additionArbitrator and (b) the fifth anniversary of the Closing and thereafter the funds in the Escrow Account shall be released to the Sellers or the LOCs shall be terminated, upon as the occurrence and during the continuance of an Event of Default of which the Trustee case may be; provided, that if any Claim seeking indemnification has notice and the Notes have been accelerated timely made in accordance with Section 7.02 hereof and such acceleration 9.4 (Time for Claims) but has not been rescinded as provided thereinfinally determined by the Arbitrator by the fifth anniversary of the Closing, then the TrusteeSellers shall cause the principal amounts under each of the LOCs or the Escrow Account, as applicable, to remain outstanding until such final determination of each such Claim in an aggregate principal amount sufficient to satisfy the LC Agent, shall draw under aggregate amount of Losses to which the Letter Medtronic Indemnified Parties reasonably estimate (and provide the Sellers prior notice of) they may be entitled to recover from the Sellers in respect of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from all such draw in accordance with Section 7.10 hereof. 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 16.01 prior to suchClaims.

Letter of Credit. (a) On or prior to the Issue Date, the Company shall obtain the A Letter of Credit. On Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of any Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the Applicable Fronting Exposure of each of Issuing Bank shall not exceed its Revolving Commitment, (ii) the first four Interest Payment Dates, aggregate Revolving Exposures shall not exceed the aggregate Revolving Commitments and (iii) the aggregate LC Agent Exposure shall withdraw from not exceed the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the HoldersSublimit. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole No Issuing Bank shall be paid under any obligation to the Holders as their interests may appear in accordance with the written instructions issue any Letter of the Company. In additionCredit if (i) any order, upon the occurrence and during the continuance judgment or decree of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and any Governmental Authority or arbitrator shall enjoin or restrain such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under Issuing Bank from issuing the Letter of Credit, including or any renewals, extensions law applicable to such Issuing Bank any directive (whether or replacements referred to below, for not having the full Letter force of Credit Amount then available thereunder, and apply law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions issuance of letters of credit generally or replacements of the Letter of Credit as necessary in particular or shall impose upon such Issuing Bank with respect to ensure that the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not expire prior applicable on the Effective Date and which such Issuing Bank in good fxxxx xxxxx material to it, (ii) except as otherwise agreed by the LC Expiration Date (unless Administrative Agent and the such Issuing Bank, the Letter of Credit shall have been reduced is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit , (iii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to zero in accordance letters of credit generally or (iv) any Lender is at that time a Defaulting Lender, if after giving effect to Section 2.22(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding, unless such Issuing Bank has entered into arrangements, including the delivery of cash collateral, reasonably satisfactory to such Issuing Bank with the terms contained in this Section 16.01 prior Borrower or such Lender to sucheliminate such Issuing Bank’s Defaulting Lender Fronting Exposure arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other LC Exposure as to which such Issuing Bank has Defaulting Lender Fronting Exposure.

Letter of Credit. To secure the obligation of Buyer to pay the Periodic Fee and the Operation and Maintenance Monthly Fee due on each Buyer Monthly Payment Date, on March 10, 2011, (a) On or Buyer shall post in favor of Seller the Letter of Credit; and (b) Seller shall provide Buyer with written evidence that a letter of credit has been posted on behalf of Seller in the amount of $10,000,000 in favor of SMBC as administrative agent, which letter of credit may be drawn down in full by SMBC upon an event of default by Seller under the Forbearance Agreement. The Letter of Credit shall terminate on the Buyer Monthly Payment Termination Date. The Letter of Credit shall be in the form of the letter of credit attached hereto as Exhibit C2 to Schedule 8 and shall permit Seller to draw down the full amount of the Letter of Credit upon a Buyer Event of Default. Seller shall notify Buyer of its receipt of any Notice of Non-Renewal thirty (30) days prior to the Issue Date, the Company shall obtain expiration date of the Letter of Credit. On each Buyer shall deliver to Seller a replacement letter of credit substantially in the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements form of the Letter of Credit as necessary on the later of fifteen (15) days prior to ensure that the expiration of the Letter of Credit shall not expire prior to or a replacement letter of credit, if applicable, or fifteen (15) days after Buyer's receipt of a copy of the LC Expiration Date (unless Notice of Non-Renewal from Seller. Seller may draw down the full amount of the Letter of Credit shall have been reduced or the replacement letter of credit, as applicable, if Buyer does not deliver to zero Seller a replacement letter of credit in accordance with the terms contained in of this Section 16.01 prior to such11.07. The principal amounts of the Taxable Loans shall be reduced by the amounts drawn down by Seller on the Letter of Credit. Such amounts drawn by Seller shall not be considered as liquidated damages. Seller shall reimburse Buyer for all of its reasonable substantiated third-party costs incurred in providing and maintaining the Letter of Credit.

Letter of Credit. (a) On or Bankers' Acceptance Facility. From and including the date of this Agreement and prior to the Issue Facility Termination Date, the Company shall obtain Bank agrees, on the Letter terms and conditions set forth in this Agreement, upon request of the Borrower, to (i) issue Letters of Credit. On each , subject to the L/C and B/A Facility Limit, with expiration dates of not more than 90 days beyond the first four Interest Payment DatesFacility Termination Date, and (ii) permit Bankers' Acceptances, subject to the LC Agent shall withdraw from the Letter L/C and B/A Facility Limit, with expiration dates for Bankers' Acceptances obtained in connection with Letters of Credit issued hereunder, up to an aggregate amount equal outstanding for such Bankers' Acceptances of up to $3,000,000, of not more than 150 days beyond the aggregate interest amount due on such Interest Payment Facility Termination Date to (the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall ("L/C and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(sB/A Facility"). The Interest Make-Whole Letters of Credit shall be paid to the Holders as their interests may appear issued in accordance with the written instructions Bank's customary practices at the time of issuance, utilizing documentation prevailing at such times and, if drawn upon, amounts paid thereon shall be repaid by the Company. In additionBorrower upon demand, in full reimbursement to the Bank of all such amounts drawn upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunderissued pursuant hereto, and apply in full payment of any such additional reimbursement obligations as may be contained in any documentation executed by the proceeds Borrower in conjunction with the issuance of such Letters of Credit. To the extent repayment of all amounts reimbursable to the Bank for drawings against Letters of Credit is not immediately made, the reimbursement obligations resulting from such draw in accordance with Section 7.10 hereof. The Company drawings shall obtain such renewals, extensions or replacements be evidenced by and subject to the terms 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 16.01 prior to suchBack-Up L/C and B/A Demand Note.

Letter of Credit. TRS shall obtain and maintain a letter of ---------------- credit, in favor of Ryder, in the amount of two and one-half million dollars (a) On or prior to the Issue Date$2,500,000.00), the Company issuer or confirming bank of which will be a bank reasonably acceptable to Ryder and the terms of which shall obtain be substantially in accordance with the form attached hereto as Exhibit B (the "Letter of Credit. On each "), which may be drawn by Ryder in the event of a Material Breach by TRS under clause 13.A(i) of this Agreement or any of the first four Interest Payment Datesother agreements between the parties of even date herewith entitled Administrative Services Agreement, MIS Support Agreement or Used Truck Sales Agreement, as any of them may be amended from time to time, or as otherwise provided in Schedule 9.6(c) of the LC Agent Asset Purchase Agreement. Such Letter of Credit shall withdraw from be for a term of at least one year. One master $2.5 million letter of credit which complies with the terms of this paragraph shall constitute the Letter of Credit an amount equal under each of the foregoing listed agreements ("Support Agreements"). TRS shall be obligated to promptly replace the Letter of Credit or restore it to its full amount, respectively, should Ryder draw such Letter of Credit in full or in part due to the aggregate interest amount due on such Interest Payment Date to the Holders on occurrence of a pro rata basis based on the Principal Amount of the Notes held by the HoldersMaterial Breach under this Agreement. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Notwithstanding the foregoing, if any Holder shall convert all TRS may terminate, or any portion of its Notes on or prior to September 30, 2009not renew, the LC Agent Letter of Credit after the first anniversary of the date hereof, if it is not in default of this Agreement at such time; provided, however, that should TRS, after such time either (i) commit a Material Breach of this Agreement due to failure to pay charges due hereunder or under any Support Agreement (except if prevented by a force majeure under Section 16.K below) or (ii) twice within a twelve-month period fail to timely pay charges due hereunder or under any Support Agreement (except if prevented by a force majeure under Section 16.K below), then TRS shall (again be obligated to obtain and maintain the Company shall give the LC Agent written instructions to) withdraw an amount equal Letter of Credit pursuant to the Interest Make-Whole with respect first two sentences of the previous paragraph, and to promptly replace the Letter of Credit or restore it to its full amount, respectively, should Ryder draw such Letter of Credit in full or in part due to the Principal Amount so converted and shalloccurrence of a Material Breach under this Agreement. If, within one (1) Business Dayhowever, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance following twelve months TRS timely pays all charges coming due hereunder, and is not at such time otherwise in default of an Event of Default of which the Trustee has notice and the Notes have been accelerated this Agreement, or in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided thereinbankruptcy, then the TrusteeTRS may again terminate, as the LC Agentor not renew, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred and TRS's obligations hereunder to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of the Letter of Credit as necessary to ensure that maintain the Letter of Credit shall not expire prior cease, subject 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 16.01 prior to suchlast stated proviso above.

Letter of Credit. (a) On or prior to the Issue Date, the Company Any Event of Default for purposes of this Section 35 shall obtain the Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of mean an Event of Default that is monetary in nature or an Event of which Default that has liquidated into a monetary Event of Default. Concurrent with Tenant’s execution and delivery of this Lease, Tenant shall deliver to Landlord an unconditional, irrevocable letter of credit (“LC”) in the Trustee has notice original amount of Four Hundred Thousand and no/100 Dollars ($400,000.00) (the “LC Stated Amount”). The LC shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease to be kept and performed by Tenant, and the Notes have been accelerated in accordance with Section 7.02 hereof parties hereto acknowledge and such acceleration has not been rescinded as provided therein, then the Trustee, as agree that the LC Agentdoes not constitute and shall not, in any event, be deemed to constitute a security deposit. The LC shall draw under be issued by a national money center bank reasonably acceptable to Landlord, and shall be in the Letter form attached hereto as Exhibit J. Tenant shall pay all expenses, points and/or fees incurred in obtaining and renewing the LC. The LC shall be effective from the date of Creditdelivery thereof through the date which is one hundred (100) days after the expiration of the Lease Term (the “LC Expiration Date”). The LC may be re-issued, including any renewalsrenewed or replaced for annual periods, extensions provided that the LC Stated Amount is not reduced except as expressly provided below. Each reissue, renewal or replacements referred replacement LC shall be in the form attached hereto as Exhibit J, and shall be subject to Landlord’s prior written approval. The LC Stated Amount shall be reduced by One Hundred Thousand and 0/100 Dollars ($100,000.00) on the day after the expiration of the twenty-sixth (26th) month following the Commencement Date and shall continue to be reduced by such amount following the expiration of subsequent one (I) year periods (herein, each a “Reduction Date”), subject to the provisions of Subparagraphs (a) and (b) immediately below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. 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 until it has been reduced to zero in accordance with $100,000.00, at which amount it will remain until the terms contained in this Section 16.01 prior to suchexpiration of the Term (as it may be extended).

Letter of Credit. (ai) On or prior to the Issue Closing Date, the Company shall obtain an irrevocable letter of credit (the "Letter of Credit. On each "), in the amount of $10,000,000 issued in favor of Kings Road Investments Ltd. (the first four Interest Payment Dates, the "LC Agent") by a bank acceptable to such LC Agent shall withdraw from (the "Letter of Credit Bank") and in form and substance acceptable to such LC Agent. Subject to the last three sentences of this Section (q)(i), the Letter of Credit an amount equal to shall expire not earlier than 91 days after the aggregate interest amount due on such Interest Payment Maturity Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by (the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the "LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(sExpiration Date"). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon Upon the occurrence and during the continuance of an Event of Default under (and as defined in) any of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided thereinAggregate Notes, then the Trustee, as the LC Agent, Agent shall be entitled to draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, Credit for the full Letter of Credit Amount (as defined in the Aggregate 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 Aggregate Notes held by each of the Buyers and apply hold such amount as collateral security for the proceeds from such draw in accordance with Section 7.10 hereofobligations under the Aggregate 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 16.01 4(q) prior to suchsuch 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 of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit. Following a Withdrawal Event, the LC Agent shall be entitled to draw down the Letter of Credit Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Notes) and hold such amount as collateral security for the obligations under the Notes for the benefit of the Buyers.

Letter of Credit. (a) On In lieu of paying the Deposit in accordance with Clause 5.1, at the time such the Deposit (or prior part thereof) is required to be paid under this Agreement, at any time or from time to time, as the Issue Datecase may be, the Company shall obtain the Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from the Lessee will provide Lessor with an irrevocable and unconditional Letter of Credit an in the amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held LC Amount, issued and payable by a bank acceptable to Lessor and in form and substance acceptable to Lessor and, if Lessor requests, confirmed by the Holders. Notwithstanding the foregoing, if any Holder shall convert all London or any portion New York branch of its Notes on or prior a major international bank acceptable to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal Lessor from time to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trusteetime, as security for all payment obligations of Lessee to 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 Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereofExpiry Date. The Company shall obtain such renewals, extensions or replacements Upon receipt of the Letter of Credit as necessary in accordance with this Clause 5.12(a), Lessor will refund the Deposit and any interest thereon to ensure Lessee. (b) With the prior written consent of Lessor, the Letter of Credit may have a validity period or periods ending prior to the Required 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 shall not expire prior to the LC Expiration Date (unless the is replaced by a Letter of Credit shall have been reduced issued by another bank acceptable to zero in accordance with the terms contained in this Section 16.01 prior Lessor and (if appropriate) that such replacement Letter of Credit is confirmed by another bank acceptable to suchLessor.

Letter of Credit. No later than May 15, 2001, Tenant shall deliver to Landlord an unconditional, irrevocable and renewable letter of credit (a"Letter of Credit") On in favor of Landlord in a form approved by Landlord, issued by a bank approved by Landlord with a branch located in Denver, Boulder or prior Westminster, Colorado, (which approval shall not be unreasonably withheld, conditioned or delayed) in the principal amount ("Stated Amount") specified below, as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. If Tenant fails to deliver the Issue DateLetter of Credit by May 15, 2001, and such failure is not cured within five (5) days after written notice to Tenant, then such failure shall be an Event of Default hereunder. If the Company issuer of the Letter of Credit shall obtain become insolvent or fail to maintain at least an "A" issuer rating under the Thomson Financial Bank Watch or an equivalent rating service reasonably selected by Landlord, then Tenant shall, within thirty (30) days of receipt of Landlord's written notice, cause a replacement Letter of Credit to be issued by a bank that qualifies under the foregoing requirements. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Letter of Credit. On each The Stated Amount shall be Five Hundred Fifty Thousand Dollars ($550,000.00); provided, however, that upon the dates specified below ("Adjustment Dates"), the Stated Amount shall be reduced to the following amounts: Anniversary of Commencement Date Stated Amount 4th $ 366,667.00 5th $ 183,334.00 6th $ 0.00 However, if (i) an Event of Default occurs under this Lease, or (ii) circumstances exist that would, with notice or lapse of time, or both, constitute an Event of Default, and Tenant has failed to cure such circumstance within the time period permitted by Section 16 or such lesser time as may remain before the relevant Adjustment Date as provided above (including, without limitation, a failure to deposit the cash Security Deposit pursuant to Section 4.4.2 below), the Stated Amount shall not thereafter be reduced unless and until such default or circumstance shall have been fully cured pursuant to the terms of this Lease, at which time the Stated Amount may be reduced as hereinabove described. The Letter of Credit shall state that an authorized officer or other representative of Landlord may make demand on Landlord's behalf for the Stated Amount of the first four Interest Payment DatesLetter 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 the signed certification of such party that (a) an Event of Default by Tenant has occurred under the Lease and that Tenant has not cured such Event of Default within the applicable grace or cure periods provided under this Lease and/or (b) the term of the Letter of Credit will expire prior to thirty (30) days following the last day of the Term and has not been extended, nor has a new Letter of Credit for an extended period of time been substituted at least thirty (30) days prior to the expiration of the Letter of Credit. In addition, the LC Agent Letter of Credit shall withdraw indicate that it is transferable in its entirety by Landlord as beneficiary and that upon receiving written notice of transfer, and upon presentation to the issuing bank of the original Letter of Credit, the issuer or confirming bank will reissue the Letter of Credit naming such transferee as the beneficiary. Tenant shall pay to Landlord, within thirty (30) days following written request therefor, any transfer fee payable by Landlord to the issuer in connection with such transfer; provided, however, that Tenant shall not be obligated to pay for more than one (1) transfer in any twenty-four (24) month period (Landlord to pay for any transfers subsequent to the first such transfer in any such twenty-four (24) month period). If the term of the Letter of Credit held by Landlord will expire prior to thirty (30) days following the last day of the Term and it is not extended, or a new Letter of Credit for an extended period of time is not substituted, at least thirty (30) days prior to the expiration of the Letter of Credit, then Landlord shall be entitled to make demand for the Stated Amount of said Letter of Credit and, thereafter, to hold such funds in accordance with this Section 4.4. The Letter of Credit and any such proceeds thereof shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease. If Tenant fails to perform fully and timely all or any of Tenant's covenants and obligations hereunder, Landlord may (but shall not be required to) draw upon all or any portion of the Stated Amount of the Letter of Credit, and Landlord may then use, apply or retain all or any part of the proceeds for the payment of any sum which is in default, or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant's failure or to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant's failure. If any portion of the proceeds of the Letter of Credit 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 total Stated Amount required in this Section 4.4.1 above. Landlord shall not be required to keep any proceeds from the Letter of Credit an amount equal to separate from its general funds. Should Landlord sell its interest in the aggregate interest amount due on such Interest Payment Date to Premises during the Holders on a pro rata basis based on Term, Landlord shall deposit with the Principal Amount purchaser thereof the Letter of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all Credit or any portion proceeds of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred and provided that such purchaser agrees in writing to below, for be bound by the full Letter terms of Credit Amount then available thereunder, and this Lease that apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of to the Letter of Credit under this Section 4.4.1 as necessary assignee of Landlord, thereupon Landlord shall be discharged from any further liability with respect 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 16.01 prior to suchand said proceeds.

Letter of Credit. (a) On or Guarantor agrees to obtain, as a condition precedent to Lessor’s obligations under the Lease, an irrevocable letter of credit (the “Credit”) from such issuer and in an initial amount of not less than $5,378,399.00 and in such form as is consistent with the terms of this Guaranty and as is reasonably acceptable to Lessor. The Credit shall be unconditional and remain in full force and effect for the entire Initial Term of the Schedule identified in Section 1 above, provided that Guarantor shall upon at least 30 days prior written notice to Lessor be entitled to replace any existing letter of credit with a substitute irrevocable letter of credit (“Substitute Credit”) in such form as is consistent with the terms of this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the Issue DateCredit as then in effect (including, the Company shall obtain the Letter of Credit. On each of the first four Interest Payment Dateswithout limitation, the LC Agent shall withdraw from the Letter of Credit providing for an available amount equal to the aggregate then currently available amount under the Credit and, if such substitute letter of credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that would be in effect under the Credit originally accepted by Lessor hereunder), and is from an issuer reasonably acceptable to Lessor. Any such Substitute Credit, once issued and in the possession of Lessor, shall become the only Credit on which Lessor shall make any subsequently initiated draws. Any proceeds of the Credit shall be applied by Lessor: (i) only to Guaranteed Obligations under this Guaranty, and (ii) only following the giving of a Demand Notice and the expiration of the Demand Period with respect thereto. Lessor will only be entitled to draw upon the Credit only to the extent of the foregoing or, if it shall have received a notice of nonrenewal from the issuer of the Credit, Lessor will be entitled to draw up to the entire available amount of the Credit, but only to the extent of the total of the Guaranteed Obligations then outstanding, and the extent of any other outstanding obligations of Guarantor under this Guaranty, and to the extent of any Guaranteed Obligations which are not due which are to come due, provided further that in the event of such a notice of nonrenewal Lessor shall not draw on the Credit if Guarantor has within 30 days of Lessor’s receipt of the notice of nonrenewal replaced the existing letter of credit with a Substitute Credit as provided above . If, for any reason, whether or not in breach of this Guaranty or in compliance with this Guaranty, Lessor (or its lawful assignees or transferees) draw on the Credit for any sums exceeding the amounts then due by Guarantor for obligations under this Guaranty (such amounts so drawn in breach of this Guaranty to the extent they have not from time to time been applied to Guaranteed Obligations hereunder or paid to Guarantor hereunder, the “Excess Amounts”), Lessor agrees (A) to pay interest amount due on such Excess Amounts at the 3-Month Treasury Constant Maturity rate as described in Federal Reserve Statistical Release H.15 – Selected Interest Payment Date Rates (available, for example, at xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data.htm and, specifically, xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data/Weekly_Friday_/H15_TCMNOM_M3.txt which, by way of further example, reflects a rate of 4.99% for the week ending December 8, 2006), or any successor publication of the US Federal Reserve System, as from time to time existing at and after such time(s) that such draws are made, the rate reported for the last day of each complete week to apply for the entire preceding week, and (B) to pay such Excess Amounts and such accrued interest to Guarantor as follows: (1) in full at such time as the Guaranteed Obligations have been paid in full, (2) in full at such time that Guarantor provides a Substitute Credit in such form as is consistent with the terms of this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoingoriginal Credit (including, if any Holder shall convert all or any portion of its Notes on or prior to September 30without limitation, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw providing for an available amount equal to the Interest Makeamount that would have been available under the original Credit at the time the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) not drawn on the original Credit and, if such Substitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), and such Substitute Credit is from an issuer reasonably acceptable to Lessor; (3) if at any time the Excess Amounts plus accrued interest therein plus the amounts then available under the Credit exceed the amount that would have otherwise been available under the Credit if the Excess Amounts then outstanding had not been drawn under the Credit (and no subsequent conditions had existed that would have allowed a draw of any portion of such Excess Amounts or otherwise permitted Lessor to notify the issuer of the Credit to cease further reductions), and the quarterly reductions had thus continued to occur under the terms of the Credit (the “Putatively Scheduled Reductions”), Lessor shall upon demand of Guarantor immediately pay Guarantor the Excess Amounts and accrued interest thereon to the extent the actual amount available under the Credit exceeds the amount that would have been available under the Credit had the Putatively Scheduled Reductions (as in effect on the date of Guarantor’s demand) taken place, or (4) as is subsequently agreed-Whole to in writing by the parties hereto or ordered by a court of competent jurisdiction as referenced in Section 11 below (provided, however, that this reference to such order shall not be considered an agreement or stipulation thereto by Lessor). Any Excess Amounts and accrued interest shall be considered a general obligation of Lessor and, for the avoidance of doubt, not the property of Guarantor and not property held in held in trust for the benefit of Guarantor. For the further avoidance of doubt, Lessor shall have no obligations with respect to such Excess Amounts or accrued interest except as expressly provided for in this Guaranty, and, without limiting the Principal Amount so converted generality of the foregoing, Lessor need not keep any Excess Amounts or accrued interest in a separate account or otherwise segregate any Excess Amounts or accrued interest from its general assets and shallobligations (it being the express agreement of the parties that in exchange for Lessor’s obligation to pay interest on the Excess Amounts as provided above Lessor shall have the full benefit and use of the Excess Amounts and accrued interest, within one (1) Business Daywhich it may invest, deliver such amount reinvest, or not invest, all as Lessor may see fit in its absolute discretion, without having to account to Guarantor for the same). Any Excess Amounts and accrued interest shall be applied by Lessor only to Guaranteed Obligations under this Guaranty, and only following the giving of a Demand Notice and the expiration of the Demand Period with respect thereto. The parties agree that their fundamental agreement and intent hereunder is that the Guaranteed Obligations be at all times unconditionally secured by full access to the applicable Holder(s)funds intended to be available under the Credit (as originally contemplated hereby) even following any breach hereunder by Lessor. The Interest Make-Whole Accordingly, the parties agree that no payment of the Excess Amounts shall be paid to Guarantor except to the Holders as their interests may appear extent provided in accordance clauses (1) through (3) above and that any court in determining remedies for the breach by Lessor hereunder shall not order payment of such amounts over to Guarantor except consistent with clauses (1) through (3) above but, rather, shall consider alternative remedies consistent with the written instructions parties’ intent, including, without limitation, maintaining the Excess Amounts and accrued interest thereon which are not required to be paid to Guarantor under any of clauses (1) through (3) above in a separate account such that Lessor shall have the full benefit thereof without condition or contingency—other than the conditions provided in this Guaranty that the Guaranteed Obligations shall not have been actually paid, that a Demand Notice shall be given as provided above, and that the ensuing Demand Period shall have expired. For the avoidance of doubt, as stated in clause (2) above, nothing in this paragraph shall prevent Guarantor from being entitled to immediate payment of the Company. In addition, upon the occurrence Excess Amounts if and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated when Guarantor provides a Substitute Credit in accordance with Section 7.02 hereof and such acceleration has not been rescinded form as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. 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 is consistent with the terms contained of this Guaranty, and in this Section 16.01 prior Lessor’s reasonable opinion, substantively identical in all respects to suchthe original Credit (including, without limitation, providing for an available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) not drawn on the original Credit and, if such Substitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), and such Substitute Credit is from an issuer reasonably acceptable to Lessor.

Letter of Credit. Upon the full and final execution of this Agreement ---------------- and as a condition precedent to the effectiveness of this Agreement, in lieu of a cash deposit, REIT OP shall deliver to Prudential an unconditional, irrevocable letter of credit issued by BankBoston in the amount of Thirteen Million One Hundred Twenty-Five Thousand Dollars (a$13,125,000.00) On in favor of Prudential as beneficiary to secure the full performance of REIT OP's obligations under this Agreement, in the form attached hereto as EXHIBIT E-1 ----------- (the "LETTER OF CREDIT"). Unless converted to cash collateral as provided ---------------- below, Prudential shall return the Letter of Credit to REIT OP at Closing in accordance with Section 6.3.23 or in such other circumstances in which REIT OP -------------- is entitled to its return pursuant to the terms of this Agreement. If at or prior to the Issue Date, the Company shall obtain the Letter Closing Prudential determines in its sole discretion that REIT OP is in default of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from its obligations under this Agreement or if the Letter of Credit an amount equal is about to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoingexpire, if any Holder shall convert all or any portion of its Notes on or prior to September 30Prudential may, 2009, the LC Agent shall three (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (13) Business Day, deliver Days after delivery of notice to REIT OP of such amount default or impending expiration and Prudential's intention to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, draw upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of upon the Letter of Credit by providing a draw certificate to BankBoston in the form attached to the Letter of Credit together with a draft payable to Prudential, provided, however, that in the event that REIT OP notifies Prudential of its ----------------- objection to such drawing within such three (3) day period, Prudential may convert the Letter of Credit to cash collateral by providing a draw certificate to BankBoston in the form attached to the Letter of Credit together with a draft payable to REIT OP's Lead Title Insurer. In such event BankBoston shall immediately wire Thirteen Million One Hundred Twenty-Five Thousand Dollars ($13,125,000.00) in immediately available United States, federal funds (the "ESCROW FUND") to REIT OP's Lead Title Insurer. The Escrow Fund shall ----------- thereafter be held and delivered by Prudential's Title Company as necessary to ensure escrow agent in accordance with the provisions of the Escrow Agreement attached hereto as EXHIBIT E-2 and made a part hereof and any interest earned thereon shall be ----------- considered a part of the Escrow Fund. In the event that the Letter of Credit has been converted to cash collateral pursuant to Section 2.3 and the Closing nevertheless occurs thereafter, the Escrow Fund shall not expire prior be returned 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 16.01 prior to suchREIT OP at Closing.

Letter of Credit. (a) On or prior to Concurrently with the Issue Date, execution of this Lease and the Company shall obtain the Letter of Credit. On each acquisition of the first four Interest Payment DatesPremises by Lessor under the Purchase Agreement, the LC Agent Lessee shall withdraw from deliver to Lessor, at Lessee's sole cost and expense, the Letter of Credit described below, and complying with the requirement of Section 9.1(d) below, in the initial amount of [*] Dollars ([*]) (the "LC Face Amount") as security for the performance of all === === of Lessee's covenants and obligations under this Lease. Lessee understands and agrees that neither the Letter of Credit nor any Letter of Credit Proceeds (as defined below) shall be deemed an advance rent deposit or an advance payment of any other ------------------------ *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT 10.27 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. kind, or a measure of Lessor's damages upon a default on the part of Lessee. Subject to Section 9.1(c) below, the Letter of Credit shall be maintained in effect from the date hereof through the date that is sixty (60) days after the Expiration Date (the "LC Termination Date"). On the LC Termination Date, Lessor shall return to Lessee the Letter of Credit and any Letter of Credit Proceeds then held by Lessor (other than those Letter of Credit Proceeds Lessor is entitled to retain under the terms of this Section 9.1(a)); provided, however, that in no event shall any such return be construed as an admission by Lessor that Lessee has performed all of its obligations hereunder. Lessor shall not be required to segregate the Letter of Credit Proceeds from its other funds and no interest shall accrue or be payable to Lessee with respect thereto. Lessor may (but shall not be required to) draw upon the Letter of Credit and use the proceeds therefrom (the "Letter of Credit Proceeds") or any portion thereof (i) to the extent necessary to (A) cure any Event of Default by Lessee under this Lease and to compensate Lessor for any loss or damage Lessor incurs as a result of such Event of Default, and (B) reimburse Lessor for the payment of any amount which Lessor may for any other purpose spend or be required to spend by reason of an Event of Default on the part of Lessee, and (ii) for any other purpose authorized by this Lease, it being understood that any such draw upon the Letter of Credit or use of the Letter of Credit Proceeds shall not constitute a bar or defense to any of Lessor's remedies under this Lease, at law or in equity. In such event and upon written notice from Lessor to Lessee specifying the amount of the Letter of Credit Proceeds so utilized by Lessor and the particular purpose for which such amount was applied, Lessee shall promptly deliver to Lessor an amendment to the Letter of Credit or a replacement Letter of Credit in an amount equal to the aggregate interest amount due on such Interest Payment Date LC Face Amount or Augmented LC Amount then required to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holdersbe maintained hereunder. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior Lessee's failure to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount replacement Letter of Credit to the applicable Holder(s). The Interest Make-Whole Lessor within fifteen (15) days of Lessor's notice shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of constitute an immediate Event of Default of which hereunder. In the Trustee has notice and the Notes have been accelerated event Lessor transfers its interest in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided thereinthis Lease, then the Trustee, as the LC Agent, Lessor shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of transfer the Letter of Credit as necessary to ensure that the and any Letter of Credit Proceeds then held by Lessor to Lessor's successor in interest, and thereafter Lessor shall not expire prior have no further liability to the LC Expiration Date (unless the Lessee with respect to such Letter of Credit shall have been reduced to zero in accordance with the terms contained in this Section 16.01 prior to suchor Letter of Credit Proceeds. EXHIBIT 10.27 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Letter of Credit. Notwithstanding anything herein to the contrary, upon execution of this Lease, Lessee shall deliver to Lessor the Security Deposit hereunder in the form of cash or a letter of credit in the face amount set forth in the Basic Lease Information, provided that any Letter of Credit shall be in accordance with the following: (a) On or prior to the Issue Date, the Company shall obtain the Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit (i) shall be an amount equal to the aggregate interest amount irrevocable, standby letter of credit due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall sight without further conditions (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trusteethat, as the LC Agentbetween Lessor and Lessee, Lessor shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full on such Letter of Credit Amount then available thereunderonly to the extent it is permitted to apply the Security Deposit as provided in Section 5.1), and apply (ii) shall be issued by a reputable financial institution reasonably acceptable to Lessor, (b) if the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements expiration date of the Letter of Credit as necessary occurs prior to ensure the end of the Lease Term, then Lessee must provide Lessor with a replacement letter of credit (that complies with this Section) at least fifteen (15) business days prior to the expiration of the Letter of Credit then on deposit with Lessor (failing which Lessor shall not expire prior be entitled to draw on the LC Expiration Date (unless full amount of 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 have been reduced be entitled thereafter to zero in accordance replace such cash Security Deposit with the terms contained in a Letter of Credit that complies with this Section 16.01 prior to such5.3), 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 Section 5.1. If Lessee initially deposits cash as a Security Deposit hereunder, then at any time thereafter when Lessee is not in default under this Lease beyond applicable cure periods, Lessee may replace said cash deposit with a Letter of Credit that satisfies the requirements of this Section.

Letter of Credit. At any time within 10 days after the Closing, Seller shall deliver to Buyer an irrevocable standby letter of credit in favor of Buyer in the amount of $500,000 with a term of 12 months after the Closing Date (a) On or prior to the Issue Date, the Company shall obtain the "Letter of Credit"), to secure Buyer against Losses regarding which there has been a final determination under the procedure set forth in Section 8.5 or under that certain Indemnification Agreement between the Parties dated March 23, 2001 ("Indemnification Agreement"). On each of the first four Interest Payment Dates, the LC Agent shall withdraw from the The Letter of Credit (i) shall be in the form attached hereto as Exhibit "F" and (ii) shall be issued by LaSalle National Bank, N.A. Buyer may draw under the then current Letter of Credit in an amount equal to so much of any Indemnification Claim as defined in this Agreement or the aggregate interest amount due on such Interest Payment Date Indemnification Agreement, as is accepted by Seller (by failure to the Holders on a pro rata basis based on the Principal Amount object or otherwise). If no final determination of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert validity and amount of all or any portion of its Notes on a timely and outstanding Indemnification Claim has occurred by one month before the expiration date of the then current Letter of Credit, Buyer may give notice to Seller to cause the bank that issued that Letter of Credit to extend that Letter of Credit or prior to September 30obtain a new Letter of Credit for an additional 12 months, 2009, in the LC Agent shall amount of the lesser of the balance of the Letter of Credit and that Indemnification Claim (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s"Balance"). The Interest Make-Whole If Buyer gives such notice, Seller shall be paid cause that bank so to extend or issue the Holders as their interests may appear in accordance with new Letter of Credit. If Buyer does not receive within 10 days before the written instructions expiration date of the Company. In additionthen current Letter of Credit sufficient evidence that such Letter of Credit has been so extended or new Letter of Credit issued, upon Buyer may draw the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw Balance under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply hold the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewalsan interest-bearing escrow account, extensions or replacements of for the purposes for which the Letter of Credit is furnished to Buyer. This process may be repeated for successive terms of one (1) year until such time as necessary there are no timely and outstanding Indemnification Claims under this Agreement or the Indemnification Agreement that remain unsatisfied. Except as otherwise provided in this Agreement or the Indemnification Agreement, nothing in this section, and no action or inaction of Buyer under this section or with regard to ensure that the Letter of Credit or substitute therefor, shall not expire prior be construed to limit Buyer's remedies against Seller or Shareholder for Losses, except to the LC Expiration Date extent of the proceeds of any draw actually received by Buyer for its own account (unless the Letter of Credit shall have been reduced as opposed to zero being received by Buyer to be held in accordance with the terms contained in this Section 16.01 prior to suchescrow hereunder).

Letter of Credit. (a) On or prior to Within ten (10) business days after the Issue Dateexecution of this Lease, Tenant shall deposit with Landlord an irrevocable letter of credit (the Company shall obtain the "Letter of Credit. On each ") in the amount of Eight Hundred Thousand Dollars ($800,000.00) as part of the first four Interest Payment Dates, the LC Agent shall withdraw from the Security Deposit under this Lease. The Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole provided for under this Section shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full unconditional "clean" Letter of Credit Amount then available thereunderand require no documents, and apply shall be in the proceeds form attached as Exhibit D and from such draw a banking institution satisfactory to Landlord; provided however, Landlord pre-approves Comerica Bank as the Issuer initially. It shall also be in accordance compliance with Section 7.10 hereofall applicable laws and regulations, including, without limitation, applicable regulations of the Comptroller of the Currency. 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 an absolute expiration date of not earlier than forty-five (45) days after the Expiration Date of the initial Term of this Lease and prior thereto shall be extended automatically on each anniversary of issuance unless the Issuer provides Landlord with not less than forty-five (45) days prior written notice of non-renewal, in accordance which case the same shall be replaced by Tenant with another Letter of Credit which complies with the terms contained in this Section 16.01 foregoing requirements at least thirty (30) days prior to suchits expiration. It is agreed that in the event (i) Tenant defaults in the performance or observance of any of the terms, provisions, covenants and conditions of this Lease, including the payment of Rent or any other sum due from Tenant with respect to the Lease, or (ii) the Letter of Credit is not extended or replaced by Tenant in a manner which complies with the foregoing provisions of this Section, Landlord shall have the right but shall not be required to, from time to time without prejudice to any other remedy Landlord may have on account thereof, to present the Letter of Credit for payment and to retain the proceeds as security in the event of an occurrence under clause (i) above, or in the event of an occurrence under clause (i) above, to use, apply or retain the whole or any part of the proceeds to the extent Landlord could use, apply or retain any other funds deposited with Landlord as a Security Deposit hereunder, and any amounts so used, applied or retained shall be replenished by Tenant as provided in Section 5.03 below. If Landlord presents the Letter of Credit for payment, no interest shall be payable to Tenant on the proceeds. Tenant shall not assign or encumber or attempt to assign or encumber the Letter of Credit deposited (or the proceeds thereof) as part of the Security Deposit, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

Letter of Credit. Borrower shall give the Agent and the Fronting Bank written notice in the event that it desires to have Letters of Credit (a"Letter of Credit") On or issued hereunder, no later than 10:00 a.m., New York City time, at least four (4) Domestic Business Days prior to the Issue Date, date of such issuance. Each such notice shall specify (i) the Company shall obtain the amount of such Letter of Credit. On each , (ii) date of such issuance (which shall be a Domestic Business Day), (iii) the name and address of the first four Interest Payment Datesbeneficiary, (iv) the LC Agent shall withdraw from expiration date of the Letter of Credit an amount equal (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or the Maturity Date, whichever is earlier), (v) the purpose and circumstances for which the Letter of Credit is being issued, and (vi) the terms upon which the Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Such notice may be revoked telephonically by the Borrower to the aggregate interest amount due on such Interest Payment Date Fronting Bank and the Agent any time prior to the Holders on a pro rata basis based on the Principal Amount date of issuance of the Notes held Letter of Credit by the Holders. Notwithstanding Fronting Bank, pro- vided such revocation is confirmed in writing by the foregoing, if any Holder shall convert all or any portion of its Notes on or prior Bor- rower to September 30, 2009, the LC Agent shall (Fronting Bank and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Domestic Business DayDay by facsimile. No later than 10:00 a.m., deliver such amount New York City time, on the date that is four (4) Domestic Business Days prior to the applicable Holder(s). The Interest Make-Whole date of issuance, the Borrower shall specify a precise description of the docu- ments and the verbatim text of any certificate to be paid pre- sented by the beneficiary of the Letter of Credit, which if presented by such beneficiary prior to the Holders as their interests may appear in accordance with the written instructions expiration date of the Company. In addition, upon Letter of Credit would require the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw Fronting Bank to make a payment under the Letter of Credit; provided, including that Fronting Bank may, in its reasonable judgment, require changes in any renewalssuch documents and certificates only in conformity with changes in customary and commercially rea- sonable practice or law and, extensions or replacements referred to belowprovided further, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. 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 require payment against a conforming draft to be made thereunder on the LC Expiration Date (unless following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time. In determining whether to pay on such Letter of Cred- it, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit shall have been reduced to zero in accordance delivered and that they comply on their face with the terms contained in this Section 16.01 prior to suchrequirements of the Letter of Credit.

Letter of Credit. (a) On or prior to If so specified in the Issue DateReference Agreement, the Company Depositor shall obtain obtain, in favor of the Trustee on behalf of the Certificateholders, an irrevocable, stand-by Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from terms and provisions of which are as set forth in the Letter of Credit an amount equal to Reference Agreement. In the aggregate interest amount due on such Interest Payment Date to event that the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole L/C Bank shall be paid required to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw make any payments under the Letter of Credit, including any renewalsthe Master Servicer shall notify the Trustee, extensions or replacements referred to belowno later than the Determination Date next preceding the related Distribution Date, for such notice specifying the full amount of such required payment. Not later than the close of business on the Business Day preceding the Distribution Date, the Trustee shall draw upon the Letter of Credit Amount then in the amount of such required payment to the extent of the amount available thereunderthereunder and deposit in the Certificate Account, in immediately available fluids, the amount drawn under the Letter of Credit. If at any time the L/C Bank makes a payment covering the amount of the outstanding principal balance of a Liquidating Loan, the Trustee shall release (or shall cause the related Custodian to release) the related Mortgage File to the L/C Bank or its designee and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the L/C Bank or its designee all right, title and interest in such Mortgage Loan, and apply the proceeds from L/C Bank or its designee will thereupon acquire such draw Liquidating Loan, together with related security interests and documents, free of any further obligation to the Trustee or the Certificateholders of such Series with respect thereto except as may be provided in accordance with Section 7.10 hereofsuch Letter of Credit and in the Reference Agreement. The Company Depositor shall obtain have the power to substitute for any Letter of Credit another irrevocable standby letter of credit, provided that no such renewalssubstitution shall be made unless the substitute letter of credit contains provisions that are in all material respects the same as, extensions or replacements more favorable to the Certificateholders than, the original Letter of Credit and provided further that such substitution will not result in a reduction of the then outstanding rating of the Certificates, or the withdrawal of such rating, by the Rating Agency rating such Certificates, as evidenced by written confirmation to that effect by such Rating Agency. Any replacement of the Letter of Credit as necessary pursuant to ensure that the Letter this Section 3.24 shall be accompanied by a written Opinion of Credit shall not expire prior Counsel to the LC Expiration Date (unless issuer of such substitute letter of credit, addressed to the Letter Master Servicer and the Trustee, to the effect that such substitute letter of Credit shall have been reduced to zero credit constitutes a legal, valid and binding obligation of the issuer thereof, enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium and other similar laws from time to time in effect relating to creditors' rights generally) and concerning such other matters as the terms contained in this Section 16.01 prior to suchMaster Servicer and the Trustee shall reasonably request.

Letter of Credit. (a) On or prior The Vendor shall secure its obligations under Section 9.2(c), insofar as it relates to a Purchase Agreement Default in respect of Section 5.1(ii), and Section 9.2(d) by providing the Issue Date, the Company shall obtain the Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from the Purchaser with a Letter of Credit naming the Purchaser as beneficiary for an amount equal to the aggregate interest amount due on such Interest Payment Date LC Amount. Such Letter of Credit shall be delivered to the Holders on Purchaser concurrently with the execution of this Agreement, and the Vendor shall maintain the Letter of Credit in effect, including by way of renewals for the entire LC Claim Period, from time to time prior to its expiry date. The Purchaser will be entitled to present such Letter of Credit for payment if it provides the Vendor with a pro rata basis based on Notice of Claim for Indemnified Losses pursuant to Section 9.2(c), insofar as it relates to a Purchase Agreement Default in respect of Section 5.1(ii), or Section 9.2(d) but only to the Principal Amount extent of such Indemnified Losses or if a renewal Letter of Credit is not provided by the Vendor to the Purchaser at least 30 days prior to the expiry of the Notes held by the Holders. Notwithstanding the foregoingthen outstanding Letter of Credit; provided, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009that, the Vendor shall maintain the Letter of Credit for the full LC Agent shall (and Amount in effect for the Company shall give entire LC Claim Period notwithstanding that the Purchaser may have presented a Letter of Credit for payment earlier in the LC Agent written instructions to) withdraw an amount equal to Claim Period. At any time after the Interest Make-Whole with respect to Closing Date, the Principal Amount so converted and shallVendor may, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions lieu of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewalssecure its obligations under Section 9.2(c), extensions or replacements referred by providing environmental insurance wherein the insurer (who shall be satisfactory to belowthe Purchaser, acting reasonably) agrees to unconditionally indemnify, for the full Letter remainder of Credit Amount then available thereunderthe LC Claim Period, PEC, the Purchaser and apply the proceeds from Purchaser's Affiliates for any Non-PNG Related Environmental Liabilities on terms satisfactory to the Purchaser, acting reasonably, having regard to all information (the "non-PNG information") that the Purchaser as of the Signing Date or at any time thereafter has in respect of non-Canadian petroleum and natural gas exploration, development and production operations carried out by any one or more of PEC or any of its predecessors or subsidiaries of predecessors; provided, however, that the Vendor shall be solely liable for all premiums and related costs associated with such draw in accordance with Section 7.10 hereofinsurance. The Company Purchaser 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 grant reasonable access to the LC Expiration Date (unless the Letter of Credit shall have been reduced non-PNG information to zero in accordance with the terms contained in this Section 16.01 prior to suchany such insurer.

Letter of Credit. The Sellers shall cause the issuance to the Purchaser of an irrevocable letter of credit in the aggregate principal amount of One Million Dollars (a$1,000,000) On (the “Letter of Credit”) from Wachovia Bank, National Association, in favor of the Purchaser, substantially in the form of Exhibit 4.10 hereto, for purposes of satisfying Purchaser’s potential Claims against the Parent or any Sellers for purchase price adjustments and indemnification pursuant to this Agreement for which the Purchaser provides Parent or such Sellers notice (a “Claim Notice”) in accordance with the terms of this Agreement within the ninety (90) day period commencing on the date of issuance of such Letter of Credit (the “Claim Period”). In the event a Claim remains unresolved as of the date ten (10) business days prior to the Issue Datescheduled expiration date of this Letter of Credit, and the Purchaser notifies Bank in writing that such Claim remains unresolved and specifies the dollar amount thereof not later than such date, with a copy to the Parent, then the Letter of Credit shall be automatically renewed for an additional ninety (90) day period, in an amount not to exceed the lesser of $1,000,000 or the specified amount of such Claim. Upon the later of the termination of the Claim Period or such time that no Claims that have arisen during the Claim Period remain unresolved, the Company Purchaser shall obtain instruct Wachovia Bank, National Association to terminate the Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (The Parent and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements of the Letter of Credit as necessary to ensure Sellers acknowledge that the Letter of Credit shall is not expire prior the Purchaser’s exclusive remedy against Parent or any Seller for any Claims arising hereunder, nor is the Purchaser required to the LC Expiration Date (unless have the Letter of Credit serve as its first remedy in connection with such Claims. Furthermore, the delivery of the Closing Date Balance Sheet shall have been reduced to zero in accordance with the terms contained in this Section 16.01 prior to suchbe deemed a Claim Notice if it shows an excess Working Capital Shortfall.”

Letter of Credit. If Subtenant elects to deliver the Security Deposit in the form of a Letter of Credit, the Letter of Credit shall have an expiration date no earlier than the first anniversary of the date of issuance thereof and shall be automatically renewed from year to year unless terminated by the issuer thereof by notice to Sublandlord given not less than forty-five (a45) On or days prior to the Issue Dateexpiration thereof. Subtenant shall, throughout the Company shall obtain Term of this Sublease, deliver to Sublandlord, in the event of the termination of any such letter of credit, replacement letters of credit in lieu thereof no later than thirty (30) days prior to the expiration date of the preceding Letter of Credit. On The term of each of the first four Interest Payment Dates, the LC Agent shall withdraw from the such Letter of Credit an amount equal shall be not less than one year and shall be automatically renewable from year to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount of the Notes held by the Holdersyear as aforesaid. Notwithstanding the foregoing, if Sublandlord shall elect, in its sole discretion, to accept a Letter of Credit which is subject to a final expiration date, Subtenant shall deliver a replacement of or amendment to such Letter of Credit no later than thirty (30) days prior to such final expiration date, and the final Letter of Credit delivered to Sublandlord pursuant to this Section 7 shall have a final expiration date occurring not earlier than sixty (60) days following the expiration date of this Sublease. If Subtenant shall fail to obtain any Holder replacement of or amendment to a Letter of Credit within any of the applicable time limits set forth in this Section 7, Subtenant shall convert all or any portion be in default of its Notes on obligations under this Section 7 immediately and without need for any additional notice or prior cure period, and Sublandlord shall have the right (but not the obligation), at its option, to September 30draw down the full amount of the existing Letter of Credit and use, 2009apply and retain the same as security, and notwithstanding such draw by Sublandlord, Sublandlord shall have the LC Agent shall right (and but not the Company shall obligation), at its option, to give the LC Agent written instructions to) withdraw an amount equal notice to the Interest Make-Whole with respect Subtenant stating that such failure by Subtenant to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount replacement of or amendment to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of CreditCredit constitutes a continuing default by Subtenant of its obligations under this Section 7, including any renewalsand in the event that Subtenant shall not have delivered such replacement or amendment to Sublandlord within fifteen (15) business days after Subtenant’s receipt of such notice, extensions Sublandlord may give to Subtenant a notice of intention to end the Term of this Sublease at the expiration of five (5) days from the date of the service of such notice of intention, and upon the expiration of said five (5) days, this Sublease and the term and estate hereby granted, whether or replacements referred to belownot the Term shall theretofore have commenced, shall terminate with the same effect as if that day was the day herein definitely fixed for the full end and expiration of this Sublease, but Subtenant shall remain liable for damages as provided in Section 15 hereof. Upon delivery to Sublandlord of any such replacement of or amendment to the Letter of Credit Amount then available thereunderwithin the fifteen (15) business day period described in the preceding sentence, such default shall be deemed cured and apply Sublandlord shall return to Subtenant the proceeds from such draw in accordance with Section 7.10 hereof. 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 which had been drawn by Sublandlord pursuant to the LC Expiration Date preceding sentence (unless the Letter of Credit shall have been reduced or any balance thereof to zero in accordance with the terms contained in this Section 16.01 prior to suchwhich Subtenant is entitled).

Letter of Credit. Landlord requires that Tenant tender an unconditional, irrevocable letter of credit in a form and issued by a bank and in the form attached hereto as Exhibit "G" attached hereto (a) On or prior to the Issue Date, the Company shall obtain the "Letter of Credit") upon Tenant's execution of this Lease. On each The amount of the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit an shall be that amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount set forth in Article I. The Letter of the Notes Credit shall be held by Landlord during the HoldersTerm in accordance with the provisions of this Section 31.1. Notwithstanding the foregoing, if any Holder The Letter of Credit shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within be irrevocable for one (1) Business Day, deliver such amount year and shall provide that it is automatically renewable for one (1) year periods ending not earlier than sixty (60) days after the expiration of the Term without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew said Letter of Credit on written notice to Landlord not less than sixty (60) days prior to the applicable Holder(sexpiration 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 Tenant to maintain such irrevocable Letter of Credit with Landlord through the date which is sixty (60) days after the date of such notice). The Interest Make-Whole shall be paid In the event the issuing bank elects not to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under renew the Letter of Credit, including any renewalsTenant shall, extensions or replacements referred not less than thirty (30) days prior to below, for the full Letter expiration of Credit Amount the then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements current term of the Letter of Credit as necessary Credit, either provide Landlord with a substitute letter of credit which meets all of the criteria contained herein. In the event that Tenant fails to ensure that do so, it shall be an Event of Default and Landlord may immediately, and without notice to Tenant, draw on the Letter of Credit shall not expire prior to and retain the LC Expiration Date (unless 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 have been reduced 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 zero provide such consent. In addition, in accordance with the terms contained in this event of a bankruptcy or insolvency proceeding by or against Tenant, 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 Landlord or which may become due and owing to Landlord. Section 16.01 prior to such31.2. [Intentionally deleted.]

Letter of Credit. (a) On or prior Concurrently with the initial delivery of the Bonds pursuant to the Issue DateIndenture, the Company shall obtain cause the initial Letter of Credit to be issued by the Bank, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Reimbursement Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 46 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent The Company shall withdraw from take whatever action may be necessary to maintain the Letter of Credit an amount equal to the aggregate interest amount due on such Interest Payment Date to the Holders on (or a pro rata basis based on the Principal Amount of the Notes held by the Holders. Notwithstanding the foregoing, if any Holder shall convert all or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any renewals, extensions or replacements referred to below, for transfer fees required by the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. The Company shall obtain such renewals, extensions or replacements Bank upon any transfer of the Letter of Credit as necessary to ensure that any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit shall not expire prior to or the LC Expiration issuance and delivery of a Substitute Letter of Credit (which, as defined in the Indenture, includes an extension of the Letter of Credit) on or before the Interest Payment Date (unless on the Bonds immediately preceding the Letter of Credit Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to do so will result in a redemption or acceleration of Bonds as provided in the Indenture. The Company acknowledges and agrees that the Authority shall have been reduced no responsibility to zero in accordance obtain a Substitute Letter of Credit and the Company shall release, defend and hold harmless the Authority from and against any liability or claim arising with respect to the terms contained in this Section 16.01 prior delivery o£ or failure to suchdeliver, a Substitute Letter of Credit.

Letter of Credit. The Borrower or a Qualified Borrower, as applicable, shall give the Agent and the Fronting Bank written notice in the event that it desires to have a Letter of Credit (aa "Letter of Credit") On or issued hereunder no later than 10:00 a.m., New York City time, at least four (4) Business Days prior to the Issue Date, date of such issuance. Each such notice shall specify (i) the Company shall obtain the amount of such Letter of Credit. On each , (ii) the date of such issuance (which shall be a Business Day), (iii) the name and address of the first four Interest Payment Datesbeneficiary, (iv) the LC Agent shall withdraw from expiration date of the Letter of Credit an amount equal (which in no event shall be later than twelve (12) months after the issuance of such Letter of Credit or one (1) month prior to the aggregate interest amount due on Termination Date, whichever is earlier), (v) the purpose and circumstances for which the Letter of Credit is being issued, (vi) the terms upon which the Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank), and (vii) in the case of a Letter of Credit to be issued for the account of a Qualified Borrower, the name of such Interest Payment Date Qualified Borrower. Such notice may be revoked telephonically by the Borrower to the Holders on a pro rata basis based on Fronting Bank and the Principal Amount Agent any time prior to the date of issuance of the Notes held Letter of Credit by the Holders. Notwithstanding Fronting Bank, provided such revocation is confirmed in writing by the foregoing, if any Holder shall convert all or any portion of its Notes on or prior Borrower to September 30, 2009, the LC Agent shall (Fronting Bank and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business DayDay by facsimile. No later than 10:00 a.m., deliver such amount New York City time, on the date that is four (4) Business Days prior to the applicable Holder(s). The Interest Make-Whole date of issuance, the Borrower shall specify a precise description of the documents and the verbatim text of any certificate to be paid presented by the beneficiary of the Letter of Credit, which if presented by such beneficiary prior to the Holders as their interests may appear in accordance with the written instructions expiration date of the Company. In addition, upon Letter of Credit would require the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw Fronting Bank to make a payment under the Letter of Credit; provided, including that the Fronting Bank may, in its reasonable judgment, require changes in any renewalssuch documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and, extensions or replacements referred to belowprovided further, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. 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 require payment against a conforming draft to be made thereunder on the LC Expiration Date (unless following Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time. In determining whether to pay on such Letter of Credit, the Fronting Bank shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit shall have been reduced to zero in accordance delivered and that they comply on their face with the terms contained in this Section 16.01 prior to suchrequirements of the Letter of Credit.

Letter of Credit. At the Closing, Seller shall deliver to Buyer, and cause to remain outstanding until the second anniversary of the Closing Date (athe "LC Termination Date"), an irrevocable standby letter of credit (the "Letter of Credit") On in a face amount of Two Million Dollars ($2,000,000) and in form and substance satisfactory to Buyer and Seller and provided by a financial institution reasonably acceptable to Buyer, which may be drawn upon only by Buyer in the event that any Buyer Indemnified Party is entitled to indemnification for Damages pursuant to the provisions of Article 8, provided that (i) on the LC Termination Date, if one or more claims for Damages for which Seller has indemnification obligations pursuant to Article 8 is then pending ("Pending Claims"), the Letter of Credit or Replacement Letter of Credit (as defined below) shall remain outstanding, but the face amount of the Letter of Credit or Replacement Letter of Credit, as the case may be, shall be reduced to the aggregate amount of such Pending Claims, and (ii) on the nine (9) month anniversary of the Closing Date, the face amount of the Letter of Credit or Replacement Letter of Credit, as the case may be, shall be reduced to an amount equal to (A) One Million Dollars ($1,000,000) plus the aggregate amount of Pending Claims on such date. In the event that the Letter of Credit or any Replacement Letter of Credit expires at a date earlier than the LC Termination Date, Seller covenants and agrees that it will provide Buyer with an extension or replacement of such Letter of Credit or Replacement Letter of Credit (subject to the conditions set forth in the first sentence of this Section 5.12) (each replacement Letter of Credit being referred to as a "Replacement LC") on or prior to the Issue Date, 30th day preceding the Company shall obtain the Letter expiration date of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from the Letter of Credit issued on the Closing Date (the "Initial LC"); provided, however, that in the event such Replacement LC is not issued on or prior to such date, at any time thereafter, Buyer shall have the right to draw the entire amount then available under the Initial LC (a "Conditional Draw"). In the event a Conditional Draw is made, Buyer may retain the entire amount of the Conditional Draw as a holdback (the "Holdback") which may be drawn upon only by Buyer in the event that any Buyer Indemnified Party shall be entitled to indemnification for Damages pursuant to the provisions of Article 8. On the second anniversary of the Closing Date, Buyer in the event of a Holdback shall deliver to Seller an amount equal to the aggregate interest Conditional Draw minus (A) any amounts retained by Buyer pursuant to the immediately preceding sentence and (B) the amount due of Pending Claims existing on such Interest Payment Date date, provided that upon the final determination of all such Pending Claims, Buyer shall deliver to Seller the Holders on a pro rata basis based on the Principal Amount balance of the Notes held by the Holders. Notwithstanding the foregoingConditional Draw, if any, which Buyer is not entitled to retain pursuant to this Section 5.12 and Article 8 or shall apply any Holder Holdback toward any Damages. Seller and Buyer shall convert all or any portion of its Notes on or prior to September 30, 2009, share equally the LC Agent shall (fees and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear other expenses incurred by Seller in accordance connection with the written instructions provision and maintenance of the Company. In addition, upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount then available thereunder, and apply the proceeds from such draw in accordance with Section 7.10 hereof. 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 16.01 prior to such."

Letter of Credit. (a) On or prior to the Issue Date, the Company Borrower shall obtain the Letter of Credit. On each of the first four Interest Payment Dates, the LC Agent shall withdraw from cause the Letter of Credit to remain valid and effective at all times while the Loan is outstanding plus an amount equal additional thirty (30) days following the full payment of the Loan unless and to the aggregate interest extent the Letter of Credit is drawn upon by Lender and paid in the amount due on of such Interest Payment Date to the Holders on a pro rata basis based on the Principal Amount draw. The Letter of Credit shall be effective and delivered as of the Notes held by Closing Date. Lender shall have the Holders. Notwithstanding the foregoing, if any Holder shall convert all right to draw in full or any portion of its Notes on or prior to September 30, 2009, the LC Agent shall (and the Company shall give the LC Agent written instructions to) withdraw an amount equal to the Interest Make-Whole with respect to the Principal Amount so converted and shall, within one (1) Business Day, deliver such amount to the applicable Holder(s). The Interest Make-Whole shall be paid to the Holders as their interests may appear in accordance with the written instructions of the Company. In addition, part upon the occurrence and during the continuance of an Event of Default of which the Trustee has notice and the Notes have been accelerated in accordance with Section 7.02 hereof and such acceleration has not been rescinded as provided therein, then the Trustee, as the LC Agent, shall draw under the Letter of Credit, including any renewalswithout notice to Borrower: (i) upon the occurrence of an Event of Default; (ii) if Lender has not received, extensions or replacements referred at least thirty (30) days prior to below, for the full date on which the then outstanding Letter of Credit Amount then available thereunderis scheduled to expire, a renewal or replacement Letter of Credit that satisfies all requirements of this Section 6.08 and apply Borrower has not deposited into the proceeds from Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (iii) upon a transfer of the Loan by Lender (within the meaning of Article 15 hereof) to another party ("TRANSFEREE"), Lender or is Transferee has not been delivered within ten (10) days of Lender's notice of such draw transfer, for any reason, either an endorsement to any Letter of Credit by the issuing financial institution evidencing Transferee as the new beneficiary thereunder or a substitute Letter of Credit naming Transferee as beneficiary thereunder and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (iv) if Borrower fails to cooperate in accordance any manner deemed appropriate or advisable by Lender in order for Lender to obtain an endorsement or substitute Letter of Credit and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (v) if Borrower fails to pay any transfer fee due in connection with transferring the Letter of Credit to the Transferee and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 7.10 hereof4.05; or (vi) if Lender has not received within ten (10) Business Days of the earlier of (A) Lender's notice to Borrower that the financial institution issuing the Letter of Credit ceases to meet the rating requirement set forth in this Section 6.08, or (B) Borrower finding out that the financial institution issuing the Letter of Credit ceases to meet the rating requirement set forth in this Section 6.08, a replacement Letter of Credit that satisfies all requirements of this Section 6.08 and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05. The Company Lender shall obtain such renewalsbe entitled to charge Borrower a reasonable processing fee for administering and reviewing any renewal, extensions replacement or replacements release of the Letter of Credit as necessary which Borrower is required to ensure provide pursuant to this Loan Agreement, provided Borrower has not deposited into the Replacement Reserve Account the amounts that the Letter of Credit shall not expire prior Borrower is obligated to the LC Expiration Date (unless the Letter of Credit shall have been reduced on deposit pursuant to zero in accordance with the terms contained in this Section 16.01 prior to such4.05.