hereby acknowledged, Sublessor hereby joins in the execution of this
Sub-Sublease in order to evidence Sublessor's (i) consent to the terms and
provisions hereof and the execution hereof and performance of the provisions
hereof by Landlord and Tenant and (ii) agreement to perform the obligations
contained in Sections 4C. and 11C. hereof to be performed by Sublessor.
BABSON CAPITAL MANAGEMENT LLC
By:
Name:
Title:
Hereunto duly authorized
CONSENT BY GUARANTOR
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Massachusetts Mutual Life Insurance Company joins in
the execution hereof to evidence the fact that its guaranty of the Sublease
shall be unimpaired and unaffected hereby.
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By:
Name:
Title:
Hereunto duly authorized
-15-
EXHIBIT A
LEGAL DESCRIPTION OF LAND
EXHIBIT B
PRIME LEASE
EXHIBIT C
SUBLEASE
EXHIBIT D
FORM OF LETTER OF CREDIT
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR FOR
THE ACCOUNT OF VERTICAL COMMUNICATIONS, INC. UP TO AN AGGREGATE AMOUNT NOT TO
EXCEED
U.S. DOLLARS
(US$
). FUNDS UNDER THIS LETTER OF CREDIT ARE AVAILABLE BY
YOUR SIGHT DRAFT(S) DRAWN ON
, AND
ACCOMPANIED BY THE FOLLOWING:
YOUR STATEMENT, SIGNED BY A PURPORTEDLY AUTHORIZED OFFICER/OFFICIAL CERTIFYING
THAT THE BENEFICIARY IS ENTITLED TO DRAW UPON THIS LETTER OF CREDIT (IN THE
AMOUNT OF THE DRAFT SUBMITTED HEREWITH) PURSUANT TO THE LEASE (THE "LEASE"),
DATED
BY AND BETWEEN ONE MEMORIAL DRIVE
SUBLEASE, LLC, AS LANDLORD, AND VERTICAL COMMUNICATIONS, INC., AS TENANT.
DRAFT(S) MUST INDICATE NAME OF ISSUING BANK AND CREDIT NUMBER AND MUST BE
PRESENTED AT THIS OFFICE.
YOU SHALL HAVE THE RIGHT TO MAKE PARTIAL DRAWS AGAINST THIS LETTER OF CREDIT,
FROM TIME TO TIME.
THE ORIGINAL OF THIS LETTER OF CREDIT IS REQUIRED TO BE PRESENTED WITH ALL
DRAWINGS SO THAT THE PROPER ENDORSEMENT MAY BE MADE ON THE REVERSE.
THIS LETTER OF CREDIT IS TRANSFERABLE AND MAY BE TRANSFERRED SUCCESSIVELY, IN
ITS ENTIRETY ONLY. IN THE EVENT OF A TRANSFER, WE RESERVE THE RIGHT TO REQUIRE
REASONABLE EVIDENCE OF SUCH TRANSFER AS A CONDITION TO ANY DRAW HEREUNDER. ANY
SUCH TRANSFER IS TO BE EFFECTIVE AT OUR COUNTERS AND IS CONTINGENT UPON:
A. THE SATISFACTORY COMPLETION OF OUR TRANSFER FORM ATTACHED HERETO; AND THE
RETURN OF THIS ORIGINAL LETTER OF CREDIT AND ALL AMENDMENT(S) THERETO.
THIS LETTER OF CREDIT SHALL EXPIRE AT OUR OFFICE ON
, 2006
(THE "STATED EXPIRATION DATE"). IT IS A CONDITION OF THIS LETTER OF CREDIT THAT
THE STATED EXPIRATION DATE SHALL BE DEEMED AUTOMATICALLY EXTENDED WITHOUT
AMENDMENT FOR SUCCESSIVE ONE (1) YEAR PERIODS EACH FROM SUCH STATED EXPIRATION
DATE, UNLESS AT LEAST FORTY FIVE (45) DAYS PRIOR TO SUCH STATED EXPIRATION DATE,
OR ANY ANNIVERSARY THEREOF, WE SHALL NOTIFY YOU IN WRITING AT THE ABOVE ADDRESS,
BY REGISTERED MAIL (RETURN RECEIPT) OR OVERNIGHT COURIER SERVICE THAT WE ELECT
NOT TO CONSIDER THIS LETTER OF CREDIT EXTENDED FOR ANY SUCH ADDITIONAL ONE
(1) PERIOD. IN ADDITION TO THE FOREGOING, WE UNDERSTAND