of the original
Substitution Space or any additions thereto in the event of a renewal or
extension of the original term of the Lease, whether by any options under the
Lease or otherwise, unless expressly so provided in the Lease or any amendment
or supplement thereto.
EXHIBIT C
FORM OF LETTER OF CREDIT
[see attached]
BANK OF AMERICA - CONFIDENTIAL
PAGE: 1
DATE:
, 2009
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER:
ISSUING BANK
BANK OF AMERICA, N.A.
1000 W. TEMPLE STREET
7TH FLOOR, CA9 - 705-07-05
LOS ANGELES, CA 90012-1514
BENEFICIARY
GLL US OFFICE, L.P.
A DELAWARE LIMITED PARTNERSHIP
C/O GLL REAL ESTATE PARTNERS
200 SOUTH ORANGE AVENUE
APPLICANT
DEFERRED AND COMPANY, LLC
C/O DEERFIELD CAPITAL
MANAGEMENT LLC
ONE O'HARE CENTER
SUITE 1920
ORLANDO, FL 32801
6250 NORTH RIVER ROAD
ROSEMONT, IL 60018
AMOUNT
NOT EXCEEDING USD 1,333,400.00
NOT EXCEEDING ONE MILLION THREE HUNDRED THIRTY THREE THOUSAND FOUR HUNDRED AND
00/100'S US DOLLARS
EXPIRATION
MAY 1, 2011 AT OUR COUNTERS
WE HEREBY ESTABLISH IN YOUR FAVOR OUR IRREVOCABLE STANDBY LETTER OF CREDIT
NUMBER
WHICH IS AVAILABLE WITH BANK OF AMERICA, N.A. BY PAYMENT AGAINST
PRESENTATION OF THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENTS IF ANY
AND YOUR DRAFTS AT SIGHT DRAWN ON BANK OF AMERICA, N.A.
PARTIAL DRAWING AND MULTIPLE PRESENTATIONS ARE PERMITTED.
ALL DRAFT(S) DRAWN UNDER THIS LETTER OF CREDIT MUST INDICATE, "DRAWN UNDER BANK
OF AMERICA, N.A. IRREVOCABLE STANDBY LETTER OF CREDIT NO.
DATED
, 2009."
THIS LETTER OF CREDIT WILL BE AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR A
PERIOD OF ONE (1) YEAR FROM THE EXPIRATION DATE SET FORTH ABOVE AND UPON EACH
ANNIVERSARY OF SUCH DATE, UNLESS WE SEND YOU NOTICE IN WRITING BY REGISTERED
MAIL OR OVERNIGHT COURIER SERVICE AT LEAST THIRTY (30) DAYS PRIOR TO SUCH
EXPIRATION DATE, THAT WE ELECT NOT TO EXTEND THIS CREDIT. IN ANY EVENT, THIS
LETTER OF CREDIT WILL NOT BE EXTENDED BEYOND MARCH 31, 2021.
IT IS A CONDITION Of' THIS LETTER OF CREDIT THAT THE AMOUNT AVAILABLE FOR
DRAWINGS HEREUNDER, WILL BE AUTOMATICALLY REDUCED ON THE
BANK OF AMERICA - CONFIDENTIAL PAGE: 2
THIS IS AN INTEGRAL PART OF LETTER OF CREDIT NUMBER:
REDUCTION DATE TO THE AVAILABLE AMOUNT AS PER THE FOLLOWING SCHEDULE, UNLESS
SUCH AMOUNT IS REDUCED TO A LESSER AMOUNT BY OUR HONORING OF ANY PREVIOUS
DRAWINGS:
REDUCTION DATE
OCTOBER 1, 2010
AVAILABLE AMOUNT
USD 500,000.00
THIS LETTER OF CREDIT IS TRANSFERRABLE IN FULL AND NOT IN PART. ANY TRANSFER
MADE HEREUNDER MUST CONFORM STRICTLY TO THE TERMS HEREOF AND TO THE CONDITIONS
OF RULE 6 OF THE INTERNATIONAL STANDBY PRACTICES (TSP98) FIXED BY THE
INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 590.
SHOULD YOU WISH TO EFFECT A TRANSFER UNDER THIS CREDIT, SUCH TRANSFER WILL BE
SUBJECT TO THE RETURN TO US OF THE ORIGINAL CREDIT INSTRUMENT, ACCOMPANIED BY
OUR FORM OF TRANSFER, PROPERLY COMPLETED AND SIGNED BY AN AUTHORIZED SIGNATORY
OF YOUR FIRM, BEARING YOUR BANKER'S STAMP AND SIGNATURE AUTHENTICATION AND
PAYMENT OF OUR TRANSFER FEE. SUCH TRANSFER FORM IS AVAILABLE