IF THE ISSUER'S CREDIT RATING IS
REDUCED BELOW P-2 (OR EQUIVALENT) BY MOODY'S INVESTORS SERVICE, INC. OR BELOW
A-2 (OR EQUIVALENT) BY STANDARD & POOR'S CORPORATION, OR IF THE FINANCIAL
CONDITION OF SUCH ISSUER CHANGES IN ANY OTHER MATERIALLY ADVERSE WAY, THEN
LANDLORD SHALL HAVE THE RIGHT TO REQUIRE THAT TENANT OBTAIN FROM A DIFFERENT
ISSUER A SUBSTITUTE LETTER OF CREDIT THAT COMPLIES IN ALL RESPECTS WITH THE
REQUIREMENTS OF THIS SECTION, AND TENANT'S FAILURE TO OBTAIN SUCH SUBSTITUTE
LETTER OF CREDIT WITHIN TEN (10) BUSINESS DAYS FOLLOWING LANDLORD'S WRITTEN
DEMAND THEREFOR (WITH NO OTHER NOTICE OR CURE OR GRACE PERIOD BEING APPLICABLE
THERETO, NOTWITHSTANDING ANYTHING IN THIS LEASE TO THE CONTRARY) SHALL ENTITLE
LANDLORD TO IMMEDIATELY DRAW UPON THE THEN EXISTING LETTER OF CREDIT IN WHOLE OR
IN PART, WITHOUT NOTICE TO TENANT.
IN THE EVENT THE ISSUER OF ANY LETTER OF
CREDIT HELD BY LANDLORD IS PLACED INTO RECEIVERSHIP OR CONSERVATORSHIP BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY SUCCESSOR OR SIMILAR ENTITY, THEN,
EFFECTIVE AS OF THE DATE SUCH RECEIVERSHIP OR CONSERVATORSHIP OCCURS, SAID
LETTER OF CREDIT SHALL BE DEEMED TO NOT MEET THE REQUIREMENTS OF THIS SECTION,
AND, WITHIN TEN (10) BUSINESS DAYS THEREOF, TENANT SHALL REPLACE SUCH LETTER OF
CREDIT WITH OTHER COLLATERAL ACCEPTABLE TO LANDLORD IN ITS REASONABLE DISCRETION
(AND TENANT'S FAILURE TO DO SO SHALL, NOTWITHSTANDING ANYTHING IN THIS LEASE TO
THE CONTRARY, CONSTITUTE AN EVENT OF DEFAULT FOR WHICH THERE SHALL BE NO NOTICE
OR GRACE OR CURE PERIODS BEING APPLICABLE THERETO OTHER THAN THE AFORESAID TEN
(10) BUSINESS DAY PERIOD).
ANY FAILURE OR REFUSAL OF THE ISSUER TO HONOR THE
LETTER OF CREDIT SHALL BE AT TENANT'S SOLE RISK AND SHALL NOT RELIEVE TENANT OF
ITS OBLIGATIONS HEREUNDER WITH RESPECT TO THE SECURITY DEPOSIT.
PROVIDED THAT NO MONETARY DEFAULT OR ANY MATERIAL, NON-MONETARY EVENT OF
DEFAULT (AS DEFINED IN SECTION 19.1) SHALL THEN BE IN EXISTENCE HEREUNDER, THEN
ON THE THIRD (3RD) ANNIVERSARY OF THE RENT COMMENCEMENT DATE, TENANT SHALL HAVE
THE RIGHT TO REDUCE THE SECURITY DEPOSIT BY TWO HUNDRED FIFTY-SEVEN THOUSAND
SIXTY-EIGHT AND 50/100 DOLLARS ($257,068.50), SUBJECT TO THE PROCEDURES SET
FORTH IN THIS SECTION 5.1(D).
IF ALL OF THE AFORESAID CONDITIONS ARE MET ON THE THIRD (3RD)
ANNIVERSARY OF THE RENT COMMENCEMENT DATE, UPON TENANT'S REQUEST, LANDLORD SHALL
PROMPTLY NOTIFY THE ISSUER OF THE LETTER OF CREDIT THAT THE LETTER OF CREDIT MAY
BE REDUCED AND THE AMOUNT OF THE REDUCTION SO AUTHORIZED, AND THE SECURITY
DEPOSIT SHALL BE SO REDUCED IN ACCORDANCE WITH THIS SECTION 5.1(D); PROVIDED,
HOWEVER, THAT IN NO EVENT SHALL THE SECURITY DEPOSIT BE REDUCED EXCEPT AS
PROVIDED ABOVE.
THE REDUCTION IN THE SECURITY DEPOSIT SHALL OCCUR BY MEANS OF
DELIVERY BY TENANT TO LANDLORD OF AN AMENDMENT TO THE LETTER OF CREDIT REDUCING
THE AMOUNT THEREOF AS DIRECTED BY LANDLORD, OR A SUBSTITUTE LETTER OF CREDIT IN
SUCH AMOUNT AND IN STRICT CONFORMITY WITH THE TERMS OF THIS ARTICLE V, IN WHICH
LATTER EVENT, THE ORIGINAL LETTER OF CREDIT WILL BE PROMPTLY RETURNED