EVENT OF DEFAULT IS IN EXISTENCE UNDER THIS LEASE AGREEMENT AT ANY TIME
DURING THE TEST PERIOD (AS HEREINAFTER DEFINED) OR AS OF THE RETURN DATE (AS
HEREINAFTER DEFINED) AND LANDLORD HAS NOT DELIVERED TO TENANT OR THE PERMITTED
TRANSFEREE ANY NOTICE OF ANY UNCURED DEFAULT UNDER THIS LEASE AGREEMENT FOR
WHICH THE CURE PERIOD HAS NOT EXPIRED AS OF THE RETURN DATE, IN THE EVENT THAT
FOLLOWING THE DEPOSIT OF THE LETTER OF CREDIT WITH LANDLORD AS REQUIRED BY THIS
SECTION 14.02(A), THE PERMITTED TRANSFEREE SATISFIES THE FINANCIALLY RESPONSIBLE
TEST SET FORTH ABOVE FOR FOUR (4) CONSECUTIVE FISCAL QUARTERS OF SUCH PERMITTED
TRANSFEREE (THE "TEST PERIOD") AND PROOF REASONABLY SATISFACTORY TO LANDLORD
THAT SUCH PERMITTED TRANSFEREE HAS SATISFIED SUCH FINANCIALLY RESPONSIBLE TEST
DURING THE TEST PERIOD IS DELIVERED TO LANDLORD, LANDLORD WILL RELEASE THE
LETTER OF CREDIT WITHIN THIRTY (30) DAYS AFTER LANDLORD DETERMINES THAT SUCH
FINANCIALLY RESPONSIBLE TEST HAS BEEN SATISFIED BY THE PERMITTED TRANSFEREE
DURING THE TEST PERIOD (THE "RETURN DATE").
(B)
THE LETTER OF CREDIT SHALL HAVE A STATED DURATION OF AND SHALL BE
EFFECTIVE FOR AT LEAST ONE YEAR, WITH PROVISION FOR AUTOMATIC SUCCESSIVE ANNUAL
ONE-YEAR EXTENSIONS, AND SHALL INCLUDE THE RIGHT OF LANDLORD TO DRAW THEREON IF
THE ISSUER OF THE LETTER OF CREDIT AT ANY TIME NOTIFIES LANDLORD THAT THE LETTER
OF CREDIT WILL NOT BE AUTOMATICALLY RENEWED.
THE LETTER OF CREDIT SHALL (I) BE
AT ALL TIMES IN THE AMOUNT OF THE SECURITY AMOUNT, (II) SHALL PERMIT MULTIPLE
AND PARTIAL DRAWS, (III) SHALL BE MADE PAYABLE TO LANDLORD AND BE EXPRESSLY
TRANSFERABLE BY AND ASSIGNABLE AT NO CHARGE TO LANDLORD, TO ITS SUCCESSORS OR
ASSIGNS OF THIS LEASE AGREEMENT; AND (IV) SHALL BE PAYABLE AT SIGHT UPON
PRESENTMENT TO THE ISSUER OF A SIMPLE SIGHT DRAFT SIGNED BY LANDLORD ACCOMPANIED
BY A CERTIFICATE STATING THAT LANDLORD IS PERMITTED TO DRAW UPON THE LETTER OF
CREDIT PURSUANT TO THE TERMS OF THIS LEASE AGREEMENT AND SETTING FORTH THE
AMOUNT THAT LANDLORD IS PERMITTED TO DRAW.
THE LETTER OF CREDIT SHALL BE KEPT
IN FORCE THROUGHOUT THE THEN REMAINING TERM OF THIS LEASE AGREEMENT AND FOR
SIXTY (60) DAYS FOLLOWING THE EXPIRATION OF THIS LEASE AGREEMENT, AS IT MAY BE
EXTENDED, EXCEPT THAT IF SUCH EARLIER TERMINATION IS BASED ON TENANT'S DEFAULT,
THE LETTER OF CREDIT SHALL BE KEPT IN FORCE UNTIL SIXTY (60) DAYS AFTER THE DATE
WHEN THE TERM WOULD HAVE EXPIRED HAD THIS LEASE AGREEMENT NOT BEEN EARLIER
TERMINATED.
A RENEWAL LETTER OF CREDIT SHALL BE PROVIDED NO LATER THAN THIRTY
(30) DAYS PRIOR TO THE EXPIRATION DATE OF ANY LETTER OF CREDIT ISSUED HEREUNDER,
AND IF NOT SO PROVIDED, LANDLORD MAY DRAW THE ENTIRE AMOUNT OF THE EXPIRING
LETTER OF CREDIT AND HOLD THE PROCEEDS IN A SEGREGATED ACCOUNT IN CASH FOR THE
SAME PURPOSES AS THE LETTER OF CREDIT.
THE LETTER OF CREDIT SHALL BE ISSUED BY
A COMMERCIAL BANK REASONABLY SATISFACTORY TO AND APPROVED BY LANDLORD IN WRITING
WHICH HAS CAPITAL ASSETS OF AT LEAST $1,000,000,000 AND CAPITAL