EACH LETTER OF CREDIT DELIVERED TO LANDLORD PURSUANT TO THIS ARTICLE V
SHALL BE (I) SUBSTANTIALLY IN THE FORM SET FORTH IN EXHIBIT E ATTACHED HERETO,
OR OTHERWISE IN FORM AND SUBSTANCE SATISFACTORY TO LANDLORD IN ITS REASONABLE
DISCRETION; (II) IN THE AMOUNT OF THE SECURITY DEPOSIT THEN REQUIRED HEREUNDER,
AND SHALL PERMIT MULTIPLE DRAWS; (III) ISSUED BY COMERICA BANK OR SUCH OTHER
COMMERCIAL BANK REASONABLY ACCEPTABLE TO LANDLORD FROM TIME TO TIME AND LOCATED
IN THE WASHINGTON, D.C. METROPOLITAN AREA; (IV) MADE PAYABLE TO, AND EXPRESSLY
TRANSFERABLE AND ASSIGNABLE BY, THE OWNER FROM TIME TO TIME OF THE BUILDING OR,
AT LANDLORD'S OPTION, THE HOLDER OF ANY MORTGAGE (WHICH TRANSFER/ASSIGNMENT
SHALL BE CONDITIONED ONLY UPON THE EXECUTION OF A WRITTEN DOCUMENT IN CONNECTION
THEREWITH AND PAYMENT BY TENANT TO THE ISSUING BANK OF A REASONABLE TRANSFER
FEE
OF UP TO $500.00); PROVIDED, HOWEVER, THAT LANDLORD SHALL HAVE THE RIGHT,
IN ITS SOLE DISCRETION, TO REQUIRE THAT ANY SUCH TRANSFER BE EFFECTED BY
DELIVERY TO LANDLORD OF EITHER A REPLACEMENT LETTER OF CREDIT OR AN AMENDMENT TO
THE LETTER OF CREDIT THEN HELD BY LANDLORD WITH RESPECT TO THIS LEASE; (V)
PAYABLE AT SIGHT UPON PRESENTMENT TO A LOCAL BRANCH OF THE ISSUER OF A SIMPLE
SIGHT DRAFT, INCLUDING A STATEMENT THAT LANDLORD IS ENTITLED TO DRAW UPON THE
LETTER OF CREDIT PURSUANT TO THE TERMS OF THIS ARTICLE V AND STATING THE AMOUNT
THAT LANDLORD IS ENTITLED TO DRAW IN CONNECTION THEREWITH; (VI) OF A TERM NOT
LESS THAN ONE YEAR; AND (VII) AT LEAST THIRTY (30) DAYS PRIOR TO THE
THEN-CURRENT EXPIRATION DATE OF SUCH LETTER OF CREDIT, EITHER (1) RENEWED (OR
AUTOMATICALLY AND UNCONDITIONALLY EXTENDED) FROM TIME TO TIME THROUGH THE
SIXTIETH (60TH) DAY AFTER THE EXPIRATION OF THE LEASE TERM, OR (2) REPLACED WITH
CASH IN THE AMOUNT OF THE SECURITY DEPOSIT.
EXCEPT AS OTHERWISE PROVIDED IN THE
PORTIONS OF THIS SECTION 5.1(C) THAT FOLLOW THIS SENTENCE, LANDLORD AGREES TO
GIVE TENANT FIVE (5) BUSINESS DAYS' NOTICE PRIOR TO EXERCISING LANDLORD'S RIGHT
TO DRAW UPON ANY LETTER OF CREDIT, WHICH NOTICE MAY BE INCLUDED IN THE DEFAULT
NOTICE GIVEN TO TENANT, IF ANY, ASSOCIATED WITH THE EVENT OF DEFAULT GIVING RISE
TO THE DRAW.
NOTWITHSTANDING ANYTHING IN THIS LEASE TO THE CONTRARY, ANY CURE
OR GRACE PERIODS SET FORTH IN THIS LEASE SHALL NOT APPLY TO ANY OF THE FOREGOING
PROVISIONS OF SECTION 5.1(C), AND, SPECIFICALLY, IF TENANT FAILS TO TIMELY
COMPLY WITH THE REQUIREMENTS OF SUBSECTION (VII) ABOVE, THEN LANDLORD SHALL HAVE
THE RIGHT TO IMMEDIATELY DRAW UPON THE LETTER OF CREDIT WITHOUT NOTICE TO TENANT
AND APPLY THE PROCEEDS TO THE SECURITY DEPOSIT.
EACH LETTER OF CREDIT SHALL BE
ISSUED BY A COMMERCIAL BANK THAT HAS A CREDIT RATING WITH RESPECT TO
CERTIFICATES OF DEPOSIT, SHORT TERM DEPOSITS OR COMMERCIAL PAPER OF AT LEAST P-2
(OR EQUIVALENT) BY MOODY'S INVESTOR SERVICE, INC., OR AT LEAST A-2 (OR
EQUIVALENT) BY STANDARD & POOR'S CORPORATION, AND SHALL BE OTHERWISE ACCEPTABLE
TO LANDLORD IN ITS REASONABLE DISCRETION.