LANDLORD HEREBY PRE-APPROVES ANY FINANCIAL
INSTITUTION HAVING A CREDIT RATING OF "A1" OR HIGHER FROM MOODY'S AND "A+" OR
HIGHER FROM S&P, OR, AS APPLICABLE, AN APPROXIMATELY EQUIVALENT RATING FROM AN
ALTERNATIVE CREDIT RATING AGENCY; (B) IT HAS A FACE AMOUNT OF NOT LESS THAN THE
SECURITY DEPOSIT AMOUNT; (C) IT HAS AN EXPIRATION DATE OF NOT LESS THAN ONE (1)
YEAR FROM THE DATE SUCH LETTER OF CREDIT IS DELIVERED TO LANDLORD OR MORTGAGEE
AND THEREAFTER RENEWED ANNUALLY THROUGHOUT THE TERM OF THE LEASE AT LEAST THIRTY
(30) DAYS PRIOR TO THE EXPIRATION DATE (AND MAY BE DRAWN ON BY THE HOLDER
THEREOF IF NOT SO RENEWED WITH SUCH FUNDS THEN BEING PLACED IN AN ESCROW AS
PROVIDED IN (II) ABOVE); (D) IT IS FREELY ASSIGNABLE BY LANDLORD AND/OR
MORTGAGEE, PROVIDED THAT THE TRANSFEROR AND TRANSFEREE SHALL HAVE COMPLIED WITH
THE ISSUER'S CUSTOMARY TRANSFER REQUIREMENTS AND PAY WHEN DUE THE REASONABLE
COSTS CHARGED BY SUCH ISSUER IN CONNECTION WITH SUCH ASSIGNMENT; (E) IT MAY BE
DRAWN UPON BY LANDLORD OR MORTGAGEE TO CURE EVENTS OF DEFAULT BY TENANT UNDER
THIS LEASE, BUT ONLY IN ACCORDANCE WITH ITS TERMS AND THE TERMS OF THIS LEASE;
(F) IT SHALL PROVIDE LANDLORD AND MORTGAGEE, RESPECTIVELY, THE RIGHTS THAT EACH
WOULD HAVE HEREUNDER AND AS SET FORTH IN THE ESCROW AGREEMENT REFERRED TO IN
(II) ABOVE, AND (G) IT IS OTHERWISE REASONABLY SATISFACTORY TO LANDLORD AND IS
SUBSTANTIALLY SIMILAR TO THE LETTER OF CREDIT FORM ATTACHED HERETO AS EXHIBIT F
AND INCORPORATED HEREIN BY THIS REFERENCE (A LETTER OF CREDIT SATISFYING THE
FOREGOING REQUIREMENTS IS HEREIN CALLED A "LETTER OF CREDIT").
IF THE ISSUER
CEASES TO HAVE A CREDIT RATING OF BOTH "A+" OR HIGHER BY S&P AND "A1" OR HIGHER
BY MOODY'S, TENANT SHALL, WITHIN TEN (10) BUSINESS DAYS OF THE RATING DOWNGRADE,
REPLACE THE LETTER OF CREDIT ISSUED BY A BANK HAVING SUCH RATING.
TENANT SHALL
PAY ALL COSTS ASSOCIATED WITH ANY CHANGE IN THE ISSUER OR LETTER OF CREDIT,
INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY ASSIGNMENT OF PROCEEDS.
NOTWITHSTANDING THE FOREGOING, LANDLORD HEREBY APPROVES THE FORM OF LETTER OF
CREDIT ATTACHED HERETO AS EXHIBIT F-1 AND THE ISSUER REFERRED TO THEREIN.
(IV)
TENANT SHALL EXECUTE SUCH DOCUMENTS,
INSTRUMENTS, FINANCING STATEMENTS, AND ACKNOWLEDGMENTS AS LANDLORD MAY
REASONABLY REQUEST FROM TIME TO TIME TO GRANT AND THEREAFTER MAINTAIN A
FIRST-PRIORITY PERFECTED SECURITY INTEREST IN THE SECURITY DEPOSIT.
TENANT
HEREBY GRANTS LANDLORD A SECURITY INTEREST IN THE SECURITY DEPOSIT AS IT EXISTS
FROM TIME TO TIME, AND ALL PROCEEDS AND PRODUCTS THEREOF.
LANDLORD AND TENANT
ACKNOWLEDGE THAT AS OF THE DATE OF THIS LEASE, LANDLORD'S POSSESSION OF THE
SECURITY DEPOSIT WOULD NOT REQUIRE FURTHER DOCUMENTS, INSTRUMENTS OR FINANCING
STATEMENTS TO PROVIDE LANDLORD WITH A FIRST-PRIORITY PERFECTED SECURITY INTEREST
IN THE SECURITY DEPOSIT.
TENANT ACKNOWLEDGES AND AGREES THAT THE SECURITY
DEPOSIT MAY ALSO BE PLEDGED AS SECURITY TO ANY MORTGAGEE AND TENANT SHALL
COOPERATE WITH, PERMIT, AND EXECUTE SUCH DOCUMENTS AND INSTRUMENTS AS MAY BE
REQUIRED TO PROVIDE MORTGAGEE WITH SUCH SECURITY.
(V)