A WAIVER
OR TERMINATION OF SUCH OBLIGATION. IN CONNECTION WITH THE LETTER OF CREDIT,
BORROWER SHALL ENTER INTO A LETTER OF CREDIT AGREEMENT WITH LENDER PLEDGING THE
LETTER OF CREDIT TO LENDER AND GOVERNING THE TERMS AND CONDITIONS OF SUCH LETTER
OF CREDIT AND OTHERWISE IN FORM AND SUBSTANCE SATISFACTORY TO LENDER, IN
LENDER'S SOLE DISCRETION (THE "LC AGREEMENT"). BORROWER SHALL PAY ANY AND ALL
FEES AND COSTS INCURRED BY LENDER IN CONNECTION WITH THE ANY OF THE LC AGREEMENT
AND/OR THE LETTER OF CREDIT, INCLUDING, WITHOUT LIMITATION, THE REVIEW OF THE LC
AGREEMENT AND/OR THE LETTER OF CREDIT AND THE PREPARATION, EXECUTION AND
DELIVERY OF THE LC AGREEMENT AND/OR THE LETTER OF CREDIT (INCLUDING, WITHOUT
LIMITATION, ATTORNEYS' FEES).
(d) In connection with this Section 3.6, the following definitions shall apply
with respect to a Sony Replacement Event:
"Sony Replacement Event" shall mean, provided no Event of Default has occurred
and is continuing, the occurrence of:
57
LENDER'S RECEIPT OF EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO LENDER THAT
SONY BMG MUSIC ENTERTAINMENT, A DELAWARE GENERAL PARTNERSHIP (COLLECTIVELY, WITH
ITS SUCCESSORS AND/OR ASSIGNS, "SONY") HAS RENEWED AND/OR EXTENDED THAT CERTAIN
LEASE BETWEEN BORROWER, AS LANDLORD AND SONY, DATED AS OF DECEMBER 23, 2004, AS
SAME HAS BEEN AND MAYBE FURTHER AMENDED AND/OR MODIFIED FROM TIME TO TIME (THE
"SONY LEASE") OF THE PREMISES AT THE PROPERTY LEASED TO SONY (THE "SONY SPACE")
OR ENTERED INTO A NEW LEASE OF THE SONY SPACE WITH A REPLACEMENT TENANT ("SONY
REPLACEMENT TENANT"), IN EITHER CASE, ON ECONOMIC TERMS AT LEAST AS FAVORABLE AS
THOSE CONTAINED IN THE SONY LEASE (INCLUDING, WITHOUT LIMITATION, FOR BASE RENT
IN AN AMOUNT EQUAL TO OR GREATER THAN THE THEN CURRENT BASE RENT SET FORTH IN
THE SONY LEASE) AND OTHERWISE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
LENDER AND FOR A TERM EXPIRING ON OR AFTER JULY 11, 2016 (THE "SONY RENEWAL
LEASE"), WHICH EVIDENCE SHALL INCLUDE, WITHOUT LIMITATION, A COPY OF THE SONY
RENEWAL LEASE AND A TENANT ESTOPPEL CERTIFICATE FROM SONY OR THE SONY
REPLACEMENT TENANT, AS APPLICABLE, WHICH SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO LENDER AND PROVIDE, AMONG OTHER THINGS, THAT (I) SONY OR THE
SONY REPLACEMENT TENANT, AS APPLICABLE, IS OCCUPYING ALL OF THE SONY SPACE, IS
OPEN FOR BUSINESS IN ITS ORDINARY COURSE AND PAYING BASE RENT OF NO LESS THAN
THE AMOUNT BEING PAID FOR THE YEAR PRIOR TO THE EXPIRATION OR TERMINATION, AS
APPLICABLE, OF THE SONY LEASE IN ACCORDANCE WITH THE SONY RENEWAL LEASE,
(II) ALL OF THE OBLIGATIONS OF BORROWER UNDER THE SONY RENEWAL LEASE WHICH ARE
REQUIRED TO BE FULFILLED AS OF THE DATE OF THE TENANT ESTOPPEL CERTIFICATE HAVE
BEEN DULY PERFORMED AND COMPLETED INCLUDING, WITHOUT LIMITATION, ANY OBLIGATIONS
OF BORROWER TO MAKE OR TO PAY OR REIMBURSE SONY OR THE SONY REPLACEMENT TENANT,
AS APPLICABLE, FOR ANY TENANT IMPROVEMENTS AT THE SONY SPACE, AND TO BORROWER'S
BEST KNOWLEDGE, THE IMPROVEMENTS DESCRIBED IN THE SONY RENEWAL LEASE HAVE BEEN
CONSTRUCTED SUBSTANTIALLY IN ACCORDANCE