AND TO EXERCISE ALL RIGHTS WITH RESPECT TO THE AMOUNTS
DEPOSITED IN THE CASH COLLATERAL ACCOUNT.
(B)
THE INITIAL LETTER OF CREDIT AND ANY
REPLACEMENT LETTER OF CREDIT ISSUED TO LANDLORD SHALL SATISFY THE REQUIREMENTS
SET FORTH IN THIS SECTION 4.7 (EACH, A "LETTER OF CREDIT").
EACH LETTER OF
CREDIT SHALL BE A CLEAN, IRREVOCABLE, NON-DOCUMENTARY AND UNCONDITIONAL LETTER
OF CREDIT ISSUED BY AND DRAWABLE UPON ANY COMMERCIAL BANK, TRUST COMPANY,
NATIONAL BANKING ASSOCIATION OR SAVINGS AND LOAN ASSOCIATION WITH OFFICES FOR
BANKING AND DRAWING PURPOSES IN THE CITY OF SAN FRANCISCO OR THE CITY OF NEW
YORK (THE "ISSUING BANK"), WHICH HAS OUTSTANDING, 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
10
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