ISSUED BY A
BANK AND IN A FORM SATISFACTORY TO LANDLORD, EACH TO BE EQUAL TO 100% OF THE
COST OF THE RESTORATION, AS REASONABLY ESTIMATED BY LANDLORD, IN AN AMOUNT NOT
TO EXCEED AN AGGREGATE OF $1 MILLION DURING THE TERM.
ANY SUCH LETTER OF CREDIT
SHALL BE FOR ONE YEAR AND SHALL BE RENEWED BY TENANT EACH AND EVERY YEAR UNTIL
THE RESTORATION IN QUESTION IS COMPLETED AND SHALL BE DELIVERED TO LANDLORD NOT
LESS THAN 30 DAYS PRIOR TO THE EXPIRATION OF THE THEN CURRENT LETTER OF CREDIT,
FAILING WHICH LANDLORD MAY PRESENT THE THEN CURRENT LETTER OF CREDIT FOR
PAYMENT.
UPON (A) THE COMPLETION OF THE RESTORATION IN ACCORDANCE WITH THE
TERMS OF THIS ARTICLE 10 AND (B) THE SUBMISSION TO LANDLORD OF THE ITEMS
DESCRIBED IN CLAUSES (X), (Y) AND (Z) OF SECTION 10.2(B), THE SECURITY DEPOSITED
WITH LANDLORD (OR THE BALANCE OF THE PROCEEDS THEREOF, IF LANDLORD HAS DRAWN ON
THE SAME) SHALL BE RETURNED TO TENANT.
UPON TENANT'S FAILURE PROPERLY TO
PERFORM, COMPLETE AND FULLY PAY FOR THE RESTORATION, AS REASONABLY DETERMINED BY
LANDLORD, LANDLORD MAY, UPON NOTICE TO TENANT, DRAW ON THE SECURITY DEPOSITED
UNDER THIS SECTION 10.4(B) TO THE EXTENT LANDLORD DEEMS REASONABLY NECESSARY IN
CONNECTION WITH THE RESTORATION AND/OR PROTECTION OF THE PREMISES OR THE
PROPERTY AND THE PAYMENT OF ANY COSTS, DAMAGES OR EXPENSES RESULTING THEREFROM.
(ii)
To the extent that Landlord shall be
holding any such security, Landlord shall have the right from time-to-time,
subject to the $1 million limit of Section 10.4(b)(i) above, to require Tenant
to deposit additional security as it pertains to any and all Alterations made by
Tenant which Tenant shall be obligated to restore under this Article 10, if
Landlord shall reasonably establish that the security then held by Landlord with
respect to any and all such Alterations will be inadequate for their intended
purposes.
Any dispute regarding the sufficiency of any security deposited with
Landlord which the parties shall be unable to resolve within fifteen (15) days
after one party shall have notified the other party that such a bona fide
dispute exists and shall be resolved by arbitration in accordance with
Section 18.4.
(iii)
To the extent that Landlord shall be holding
any such security, Landlord shall be permitted to use such security to complete
Tenant's obligation to restore the Alteration with respect to which such
security has been deposited by Tenant if Tenant shall default in Tenant's
obligation to restore the applicable Alteration.
If at any time Landlord shall
notify Tenant that Landlord or its consultants shall have concluded that there
is a substantial likelihood that any Alteration that Tenant is obligated to
restore or any Turnover Alteration will not be completed by the date by which it
shall be
28
required to be completed hereunder, then for the period of thirty (30) days
following such notification by Landlord to Tenant, Landlord and Tenant and their
respective architects and/or engineers shall endeavor to resolve the matter.
If
the parties