SO LONG AS NO EVENT OF DEFAULT THEN EXISTS
(IT BEING AGREED THAT IT IS A CONDITION PRECEDENT TO ANY WAIVER IN THE
REQUIREMENT TO MAINTAIN A SECURITY DEPOSIT WITH
LANDLORD AS SET FORTH IN THIS PARAGRAPH 5(D) THAT NO EVENT OF DEFAULT EXISTS)
WHEN THE INVESTMENT GRADE CRITERIA IS SATISFIED, THE REQUIREMENTS OF MAINTAINING
THE SECURITY DEPOSIT SHALL BE WAIVED BY LANDLORD UPON TENANT'S WRITTEN REQUEST
ACCOMPANIED BY EVIDENCE SATISFACTORY TO LANDLORD OF SUCH INVESTMENT GRADE
RATINGS.
SUCH LANDLORD'S WAIVER SHALL CEASE IF TENANT OR GUARANTOR NO LONGER OR
AT ANY TIME DOES NOT SATISFY THE INVESTMENT GRADE CRITERIA.
IF AFTER BEING
GRANTED A WAIVER THE INVESTMENT GRADE CRITERIA IS SUBSEQUENTLY NO LONGER MET,
TENANT'S OBLIGATION TO DEPOSIT AND REPLENISH AND THEREAFTER MAINTAIN SUCH
SECURITY DEPOSIT UNDER THIS LEASE SHALL BE RE-INSTATED, WITHOUT FURTHER ACT,
DEED OR NOTICE; PROVIDED, HOWEVER, TENANT SHALL BE AFFORDED TEN (10) BUSINESS
DAYS AFTER SUCH CESSATION OF SUCH WAIVER WITHIN WHICH TO DEPOSIT THE SECURITY
DEPOSIT WITH LANDLORD; PROVIDED, FURTHER, LANDLORD SHALL AGAIN BE REQUIRED TO
WAIVE TENANT'S OBLIGATION TO MAINTAIN SUCH SECURITY DEPOSIT WHEN TENANT SHALL
HAVE SATISFIED THE CONDITIONS PRECEDENT REQUIRED FOR SUCH WAIVER AS SET FORTH IN
THE FIRST SENTENCE OF THIS SUBSECTION (V).
(VI)
IF A TRANSFEREE OF LANDLORD'S RIGHT, TITLE,
AND INTEREST IN AND TO THE PREMISES, THIS LEASE, AND SUCH SECURITY DEPOSIT (A
"TRANSFEREE"), SHALL HAVE ASSUMED IN WRITING LANDLORD'S OBLIGATIONS HEREUNDER
AND RECOGNIZED TENANT IN WRITING, AS TENANT UNDER THIS LEASE; (II) LANDLORD, OR
SUCH TRANSFEREE, SHALL HAVE DELIVERED WRITTEN EVIDENCE OF SUCH TRANSFEREE'S
ASSUMPTION AND RECOGNITION AS AFORESAID;
(III) LANDLORD SHALL DELIVER THE CASH
SECURITY DEPOSIT (INCLUDING ANY ACCRUED BUT UNPAID INTEREST THEREON TO WHICH
TENANT IS ENTITLED UNDER THIS LEASE) AND/OR THE LETTER OF CREDIT, AS APPLICABLE,
TO ANY SUCH TRANSFEREE OF LANDLORD'S RIGHT, TITLE, AND INTEREST AS AFORESAID,
THE THEN-CURRENT LANDLORD DELIVERING SUCH SECURITY DEPOSIT TO SUCH TRANSFEREE
SHALL BE DISCHARGED FROM FURTHER LIABILITY THEREFOR; PROVIDED, HOWEVER, IF THE
IMMEDIATELY PRECEDING CONDITIONS (I), (II), AND (III) ARE NOT SATISFIED, TENANT
SHALL HAVE NO OBLIGATIONS HEREUNDER TO SUCH TRANSFEREE SOLELY WITH RESPECT TO
THE SECURITY DEPOSIT (INCLUDING ANY REPLENISHMENT, REPLACEMENT, OR TRANSFER
OBLIGATIONS) UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN SATISFIED AND THE
THEN-CURRENT LANDLORD SHALL HAVE DELIVERED THE SECURITY DEPOSIT TO SUCH
TRANSFEREE.
(E)
TENANT ACKNOWLEDGES AND AGREES THAT IT WAS
A CONDITION PRECEDENT TO LANDLORD ENTERING INTO THIS LEASE THAT LANDLORD RECEIVE
A GUARANTY OF TENANT'S PAYMENT AND PERFORMANCE OF ALL OF TENANT'S OBLIGATIONS
UNDER THIS LEASE (IN SUCH FORM AS APPROVED BY LANDLORD, THE "GUARANTY") FROM
GUARANTOR, WHICH GUARANTY IS BEING ENTERED INTO CONTEMPORANEOUSLY WITH THE
EXECUTION OF THIS LEASE.
TENANT HEREBY REPRESENTS AND WARRANTS TO LANDLORD AS
OF THE DATE HEREOF AND COVENANTS TO LANDLORD THAT THROUGHOUT THE TERM OF THIS
LEASE TENANT SHALL CAUSE GUARANTOR TO BE BOUND BY THE TERMS OF THE GUARANTY TO
LANDLORD.
6.
TAXES
(A)
TENANT SHALL PAY, AS ADDITIONAL RENT, ALL
PROPERTY TAXES PRIOR TO THE ASSESSMENT OF ANY INTEREST OR PENALTY FOR