THE TENANT PARTIES OR THEIR PROPERTY; AND THAT SUCH
SECURITY AND SAFETY MATTERS ARE THE RESPONSIBILITY OF TENANT AND THE LOCAL LAW
ENFORCEMENT AUTHORITIES.
LANDLORD SHALL MAINTAIN SUCH SECURITY MEASURES IN AND
ABOUT THE BUILDING AS ARE REASONABLY CONSISTENT WITH A MAJORITY OF THE CLASS A
BUILDINGS IN THE HOUSTON CENTRAL BUSINESS DISTRICT, TAKING INTO ACCOUNT
COMPARABLE SIZE, AGE, DESIGN AND QUALITY.
6.
Security Deposit.
A.
LETTER OF CREDIT.
IN ORDER TO GUARANTEE THE OBLIGATIONS OF TENANT
UNDER THIS LEASE AND AS THE SECURITY DEPOSIT HEREUNDER, TENANT SHALL DELIVER TO
LANDLORD WITHIN 5 DAYS AFTER THE EFFECTIVE DATE AN IRREVOCABLE, UNCONDITIONAL
LETTER OF CREDIT IN THE AMOUNT OF $1,325,976.75 (THE "LETTER OF CREDIT").
THE
LETTER OF CREDIT SHALL BE FOR A MINIMUM PERIOD OF ONE YEAR, ADDRESSED TO
LANDLORD (AND/OR ANY OTHER BENEFICIARY DESIGNATED BY LANDLORD), ISSUED IN A FORM
AND SUBSTANCE SIMILAR TO THAT ATTACHED HERETO AS EXHIBIT F AND BY A FINANCIAL
INSTITUTION APPROVED BY LANDLORD, IN LANDLORD'S SOLE DISCRETION, AND SHALL BE
TRANSFERABLE ONE OR MORE TIMES BY LANDLORD WITHOUT THE CONSENT OF TENANT.
AT
LEAST THIRTY (30) DAYS PRIOR TO THE EXPIRATION OF THE LETTER OF CREDIT, TENANT
SHALL PROVIDE TO LANDLORD, A SUBSTITUTE LETTER OF CREDIT ISSUED IN A FORM AND
SUBSTANCE SIMILAR TO THE LETTER OF CREDIT, FOR THE MINIMUM DURATION OF ONE
YEAR.
LANDLORD AGREES TO REIMBURSE TENANT, UPON TENANT'S REQUEST, ANY AND ALL
COMMERCIALLY REASONABLE PROCESSING FEES CHARGED BY THE ISSUING BANK IN
CONNECTION WITH THE LETTER OF CREDIT THAT ARISE DUE TO: (1) LANDLORD'S SALE OR
TRANSFER OF ALL OR ANY PORTION OF THE BUILDING OR PROPERTY AND THE NEED FOR
MODIFICATION OF THE LETTER OF CREDIT IN CONNECTION THEREWITH; OR (2) THE
ADDITION, DELETION, OR MODIFICATION OF ANY BENEFICIARY UNDER THE LETTER OF
CREDIT.
THE BANK ISSUING THE LETTER OF CREDIT SHALL HAVE BANKING OFFICES IN THE
CITY IN WHICH THE BUILDING IS LOCATED, AT WHICH OFFICES THE LETTER OF CREDIT MAY
BE DRAWN.
TENANT AGREES THAT LANDLORD MAY, FROM TIME TO TIME WHILE AN EVENT OF
DEFAULT BY TENANT EXISTS AFTER NOTICE AND OPPORTUNITY TO CURE (IF APPLICABLE)
AND REMAINS UNCURED, DRAW AND RECEIVE PAYMENT UNDER THE LETTER OF CREDIT OF THE
ENTIRE AMOUNT THEREOF AT SUCH TIME, AND ANY SUCH AMOUNTS RECEIVED BY LANDLORD
SHALL BE HELD BY LANDLORD AND APPLIED IN ACCORDANCE WITH THIS LEASE IN THE
MANNER SPECIFIED IN SECTION 6.B.
LANDLORD SHALL AT ALL TIMES DURING THE TERM,
HOLD A LETTER OF CREDIT IN THE AMOUNT DESCRIBED ABOVE.
NOTWITHSTANDING ANYTHING
CONTAINED HEREIN OR IN THE LETTER OF CREDIT TO THE CONTRARY, LANDLORD SHALL
RETURN THE LETTER OF CREDIT TO TENANT (AND NO FURTHER LETTER OF CREDIT OR OTHER
FORM OF SECURITY DEPOSIT SHALL BE REQUIRED OF TENANT HEREUNDER) PROMPTLY
FOLLOWING THE OCCURRENCE OF BOTH OF THE FOLLOWING:
(i)
Tenant's audited financial statements prepared in accordance with
generally accepted accounting principles consistently applied, show an amount
for shareholders' equity (or "net worth") exceeding $500,000,000; and
(ii)
Tenant has filed with the U.S. Securities & Exchange Commission