UNSECURED, UNINSURED AND UNGUARANTEED INDEBTEDNESS, OR SHALL
HAVE ISSUED A LETTER OF CREDIT OR OTHER CREDIT FACILITY THAT CONSTITUTES THE
PRIMARY SECURITY FOR AN OUTSTANDING INDEBTEDNESS (WHICH IS OTHERWISE UNINSURED
AND UNGUARANTEED), THAT IS THEN RATED, WITHOUT REGARD TO QUALIFICATION OF SUCH
RATING BY SYMBOLS SUCH AS "+" OR "-" OR NUMERICAL NOTATION, "A" OR BETTER BY
MOODY'S INVESTMENT SERVICE AND "A" OR BETTER BY STANDARD & POOR'S RATINGS
SERVICE (AND IS NOT ON CREDIT-WATCH OR SIMILAR CREDIT REVIEW WITH NEGATIVE
IMPLICATION), AND HAS COMBINED CAPITAL, SURPLUS AND UNDIVIDED PROFITS OF NOT
LESS THAN $1,000,000,000.
EACH LETTER OF CREDIT SHALL (I) NAME LANDLORD AS
BENEFICIARY, (II) BE IN THE AMOUNT OF THE REQUIRED AMOUNT, (III) HAVE A TERM OF
NOT LESS THAN ONE (1) YEAR, (IV) PERMIT MULTIPLE DRAWINGS, (V) BE FULLY
TRANSFERABLE BY LANDLORD WITHOUT PAYMENT OF ANY FEES OR CHARGES, (VI) AT
LANDLORD'S REQUEST, NAME ANY LEASEHOLD MORTGAGEE AS A CO-BENEFICIARY AND
(VII) OTHERWISE BE IN FORM AND CONTENT SATISFACTORY TO LANDLORD IN ITS SOLE
DISCRETION.
IF UPON THE TRANSFER OF ANY LETTER OF CREDIT, ANY FEES OR CHARGES
SHALL SO BE IMPOSED, THEN SUCH FEES OR CHARGES SHALL BE PAYABLE SOLELY BY TENANT
AND THE LETTER OF CREDIT SHALL SO SPECIFY.
REGARDLESS OF THE INITIAL EXPIRATION
DATE OF ANY LETTER OF CREDIT, EACH LETTER OF CREDIT SHALL EXPRESSLY PROVIDE THAT
(UNLESS NOTICE OF NON-RENEWAL IS DELIVERED IN ACCORDANCE WITH THE FOLLOWING
SENTENCE) IT SHALL BE DEEMED AUTOMATICALLY RENEWED, WITHOUT AMENDMENT, FOR
CONSECUTIVE PERIODS AFTER SUCH EXPIRATION DATE OF ONE YEAR EACH DURING THE TERM
THROUGH THE DATE THAT IS AT LEAST ONE HUNDRED TWENTY (120) DAYS AFTER THE
EXPIRATION DATE.
IF THE ISSUING BANK DESIRES NOT TO RENEW A LETTER OF CREDIT,
IT SHALL DELIVER A NOTICE (THE "NON-RENEWAL NOTICE") TO LANDLORD BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, NOT LESS THAN SIXTY (60) DAYS PRIOR TO THE
THEN-CURRENT EXPIRATION DATE OF THE LETTER OF CREDIT, STATING THAT THE ISSUING
BANK HAS ELECTED NOT TO RENEW THE LETTER OF CREDIT.
IN SUCH EVENT OR IF (A) FOR
ANY OTHER REASON THE LETTER OF CREDIT WOULD EXPIRE BY ITS TERMS IN SIXTY (60)
DAYS OR LESS FROM SUCH DATE OR (B) THE ISSUING BANK IS DOWNGRADED SO THAT IT NO
LONGER SATISFIES THE RATING REQUIREMENTS SET FORTH IN THIS SECTION 4.7,
LANDLORD SHALL HAVE THE RIGHT, AT ITS OPTION, EITHER (X) TO DRAW THE FULL AMOUNT
OF THE LETTER OF CREDIT, BY SIGHT DRAFT ON THE ISSUING BANK, AND THEREAFTER HOLD
THE PROCEEDS IN THE CASH COLLATERAL ACCOUNT AND APPLY THEM PURSUANT TO THE
10
TERMS OF THIS ARTICLE 4, OR (Y) TO REQUIRE TENANT TO PROCURE, OR LANDLORD TO
PROCURE ON TENANT'S BEHALF AT TENANT'S COST AND UTILIZING IF NECESSARY THE CASH
PROCEEDS SO DRAWN, A REPLACEMENT LETTER OF CREDIT THAT SATISFIES THE
REQUIREMENTS OF THIS SECTION 4.7; PROVIDED THAT LANDLORD SHALL PROVIDE TENANT
WITH NOTICE OF ANY SUCH EVENT AT LEAST TEN (10) BUSINESS DAYS BEFORE EXERCISING
SUCH RIGHTS AND TENANT MAY, WITHIN TEN (10) BUSINESS