Regulations against any or all tenants of the Project.
Tenant shall be
deemed to have read these Rules and Regulations and to have agreed to abide by
them as a condition of its occupancy of the Premises.
C-2
exhibit D
FORM OF LETTER OF CREDIT
IRREVOCABLE STANDBY LETTER OF CREDIT
NUMBER ________
LETTER OF CREDIT AMOUNT
ISSUE DATE
EXPIRY DATE
US [AMOUNT]
[DATE]
[DATE]
BENEFICIARY:
APPLICANT:
[LANDLORD]
C/O TA ASSOCIATES REALTY
28 STATE STREET
BOSTON, MASSACHUSETTS 02109
ATTENTION:
LEASE ADMINISTRATOR
[TENANT]
[ADDRESS OF PROPERTY]
WITH COPY TO:
[PROPERTY MANAGER]
[ADDRESS]
GENTLEMEN:
WE HEREBY ISSUE OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR FOR THE
ACCOUNT OF THE ABOVE REFERENCED APPLICANT IN THE AGGREGATE AMOUNT OF US [AMOUNT]
WHICH IS AVAILABLE BY PAYMENT OF YOUR DRAFT(S), AT SIGHT, DRAWN ON OURSELVES,
WHEN ACCOMPANIED BY THE FOLLOWING DOCUMENTS:
1.
A STATEMENT PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE OF [LANDLORD]
(HEREIN CALLED "THE LANDLORD") STATING THAT: "THIS CERTIFIES THAT A DEFAULT
EXISTS PURSUANT TO
THAT CERTAIN DEED OF LEASE BETWEEN [LANDLORD], LANDLORD AND
[TENANT], TENANT, AS AMENDED FROM TIME TO TIME."
-OR-
"[TENANT] (THE "TENANT") HAS FAILED TO RENEW OR REPLACE THIS LETTER OF CREDIT
THIRTY (30) DAYS BEFORE ITS CURRENT EXPIRATION DATE AND LANDLORD IS ACCORDINGLY
ENTITLED TO DRAW UPON THIS LETTER OF CREDIT."
2.
THE ORIGINAL OF THIS LETTER OF CREDIT.
IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY
EXTENDED WITHOUT WRITTEN AMENDMENT FOR ONE YEAR FROM THE PRESENT OR ANY FUTURE
EXPIRY DATE UNLESS AT LEAST FORTY-FIVE (45) DAYS PRIOR TO SUCH EXPIRATION DATE,
WE NOTIFY YOU IN WRITING AT THE ABOVE ADDRESS BY EXPRESS COURIER THAT WE ELECT
NOT TO RENEW THIS LETTER OF CREDIT FOR ANY SUCH ADDITIONAL PERIODS(S).
UPON
RECEIPT BY YOU OF SUCH NOTICE, YOU MAY DRAW HEREUNDER BY PRESENTATION OF YOUR
DRAFT AT SIGHT ON US.
PARTIAL DRAWINGS ARE PERMITTED.
THIS LETTER OF CREDIT IS TRANSFERABLE BY BENEFICIARY.
THIS IRREVOCABLE LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR
UNDERTAKING.
THIS UNDERTAKING SHALL NOT IN ANY WAY BE MODIFIED, AMENDED,
AMPLIFIED OR INCORPORATED BY REFERENCE TO ANY DOCUMENT OR CONTRACT REFERRED TO
HEREIN.
WE HEREBY AGREE WITH YOU THAT DRAFT(S) DRAWN UNDER AND IN COMPLIANCE WITH THE
TERMS AND CONDITIONS OF THIS CREDIT SHALL BE DULY HONORED IF PRESENTED TOGETHER
WITH DOCUMENT(S) AS SPECIFIED ABOVE AND THE ORIGINAL OF THIS CREDIT, AT OUR
OFFICE LOCATED AT [MUST BE ADDRESS LOCAL TO ___________ AREA] ON OR BEFORE THE
ABOVE STATED EXPIRY DATE.
DRAFT(S) DRAWN UNDER THIS CREDIT MUST SPECIFICALLY
REFERENCE OUR CREDIT NUMBER.
DRAFTS DRAWN IN COMPLIANCE WITH THE TERMS OF THIS
LETTER OF CREDIT SHALL BE HONORED BY US WITHOUT INQUIRY AS OF THE TRUTH OF THE
STATEMENTS SET FORTH IN THE DRAW REQUEST AND REGARDLESS OF WHETHER APPLICANT
DISPUTES THE CONTENT OR ACCURACY OF SUCH STATEMENTS. FACSIMILE DRAWINGS ARE
PERMITTED.
IF A DRAFT IS PRESENTED TO US BY FACSIMILE TO OUR FAX NUMBER
_______________, THE ORIGINAL LETTER
OF CREDIT IS NOT REQUIRED.
WE