Common use of Construction Representatives Clause in Contracts

Construction Representatives. Landlord’s Construction Representative and Tenant’s Construction Representative for coordination of construction and approval of the Tenant Alterations and any change orders will be as set forth in Section 1.1 of the Lease, provided that either party may change its representative upon written notice to the other. [Name of Financial Institution] Irrevocable Standby Letter of Credit No. XXXXXXXX Issuance Date: [ISSUE DATE] Expiration Date:________________________ Applicant: The Check Giant, LLC 000 Xxxx Xxxxxxx Owner LLC c/o CrossHarbor Capital Partners LLC 000 Xxxx Xxxxxxx Xxxxxx, Suite 1020 Chicago, Illinois 60606 Attn: Property Manager Ladies/Gentlemen: We hereby establish our Irrevocable Standby Letter of Credit in your favor for the account of the above referenced Applicant in the amount of Two Hundred Thousand U.S. Dollars ($200,000,00) available for payment at sight by your draft drawn on us when accompanied by the following documents: 1. This original Irrevocable Standby Letter of Credit and amendments, if any. 2. Beneficiary’s dated statement purportedly signed by one of its officers or agents reading: “This draw in the amount of U.S. Dollars ($ ) under your Irrevocable Standby Letter of Credit No. represents funds due and owing to us as a result of the Applicant’s failure to comply with one or more of the terms of that certain lease by and between 200 West Xxxxxxx Owner LLC, as landlord, and The Check Giant, LLC, as tenant.” It is a condition of this Irrevocable Standby Letter of Credit that it will be considered automatically extended for a one year period upon the expiration date set forth above and upon each anniversary of such date, unless at least sixty (60) days prior to such expiration date or applicable anniversary thereof, we notify you in writing by certified mail, return receipt requested, that we elect not to so extend this Irrevocable Standby Letter of Credit. A copy of any such notice shall also be sent to: CrossHarbor Capital Partners LLC, Xxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xx. Xxxxx X. Jones. In addition to the foregoing, we understand and agree that you shall be entitled to draw upon this Irrevocable Standby Letter of Credit in the event that we elect not to extend this Irrevocable Standby Letter of Credit and, in addition, you provide us with a dated statement purportedly signed by one of Beneficiary’s officers or agents stating that the Applicant has failed to provide you with an acceptable substitute irrevocable standby letter of credit in accordance with the terms of the above referenced lease. We further acknowledge and agree that: (a) upon receipt of the documentation required herein, we will honor your draws against this Irrevocable Standby Letter of Credit without inquiry into the validity of Beneficiary’s signed statement and regardless of whether Applicant disputes the content of such statement; (b) this Irrevocable Standby Letter of Credit shall permit partial draws and, in the event you elect to draw upon less than the full stated amount hereof, the stated amount of this Irrevocable Standby Letter of Credit shall be automatically reduced by the amount of such partial draw; and (c) this Letter of Credit is transferable by Beneficiary from time to time without our approval and without charge to Beneficiary. Any transfer request must be affected by presenting to us the attached form together with the original Letter of Credit. This Irrevocable Standby Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 revision) ICC Publication No. 500. We engage with you that drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored on presentation if presented at our office in Chicago, Illinois on or before the expiration date of this Letter of Credit. All communications to us with respect to this Irrevocable Standby Letter of Credit must be addressed to our office at the address stated above mentioning our Letter of Credit number. Very truly yours, By: [name] [title]

Construction Representatives. Landlord’s Construction Representative and Tenant’s Construction Representative representatives for coordination of construction and approval of the Tenant Alterations and any change orders will be as set forth in Section 1.1 of the Leasefollows, provided that either party may change its representative upon written notice to the other. [Name of Financial Institution] Irrevocable Standby Letter of Credit No. XXXXXXXX Issuance Date: [ISSUE DATE] Expiration Date:________________________ ApplicantLANDLORD’S REPRESENTATIVE: The Check GiantNAME Rxxxxxx Xxxxxxxx, LLC 000 Xxxx Xxxxxxx Owner LLC c/o CrossHarbor Capital Partners LLC 000 Xxxx Xxxxxxx Granite Properties ADDRESS 6000 Xxxxx Xxxxxxxx Xxxxx Xxxxxx, Suite 1020 ChicagoXxxxx 000 Xxxxxxxxx Xxxxxxx, Illinois 60606 AttnXX 00000 PHONE 300-000-0000 E-MAIL: Property Manager Ladies/Gentlemenrxxxxxxxx@xxxxxxxxxxx.xxx TENANT’S REPRESENTATIVE: We hereby establish our Irrevocable Standby Letter of Credit in your favor for the account of the above referenced Applicant in the amount of Two Hundred Thousand U.S. Dollars NAME Dxxx Xxxxxxx ADDRESS 6400 S. Xxxxxxx’x Gxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx Xxxxxxx, XX 00000 PHONE ($200,000,00) available for payment at sight by your draft drawn on us when accompanied by the following documents:000)000-0000 E-MAIL: Dxxx.xxxxxxx@xxxxxxxxxxxxxxxx.xxx Tenant Name: Flex Leasing Power & Service LLC Building Name: Plaza Tower One Tenant Name: Flex Leasing Power & Service LLC Building Name: Plaza Tower One Tenant Name: Flex Leasing Power & Service LLC Building Name: Plaza Tower One 1. This original Irrevocable Standby Letter The sidewalks, walks, plaza entries, corridors, concourses, ramps, staircases, escalators and elevators of Credit the Property shall not be obstructed or used by Tenant, or the employees, agents, servants, visitors or licensees of Tenant for any purpose other than pedestrian ingress and amendments, if anyegress to and from the Premises. No bicycle or motorcycle shall be brought into the Building or kept on the Premises without the prior written consent of Landlord. 2. Beneficiary’s dated statement purportedly signed No freight, furniture or bulky matter of any description will be received into the Property or carried into the elevators except in such a manner, during such hours and using such elevators and passageways as may be approved by one of its officers or agents reading: “This draw in the amount of U.S. Dollars ($ ) under your Irrevocable Standby Letter of Credit No. represents funds due and owing to us as a result of the Applicant’s failure to comply with one or more of the terms of that certain lease by and between 200 West Xxxxxxx Owner LLC, as landlordLandlord, and then only upon having been scheduled in advance. Any hand trucks, carryalls, or similar equipment used for the delivery or receipt of merchandise or equipment shall be equipped with rubber tires, side guards and such other safeguards as Landlord shall require. 3. Landlord shall have the right to prescribe the weight, position and manner of installation of safes or other heavy equipment which shall, if considered necessary by Landlord, be installed in a manner which shall insure satisfactory weight distribution. All damage done to the Property by reason of a safe or any other article of Tenant’s office equipment being on the Premises shall be repaired at the expense of Tenant. The Check Gianttime, LLC, as tenantrouting and manner of moving safes or other heavy equipment shall be subject to prior approval by Landlord.” It is a condition of this Irrevocable Standby Letter of Credit that it 4. Only persons authorized by Landlord will be considered automatically extended for a one year period upon the expiration date set forth above permitted to furnish drinking water, barbering, shoe shining, janitorial services, and upon each anniversary of such dateother similar services and concessions to Tenant, unless and only at least sixty (60) days prior to such expiration date or applicable anniversary thereof, we notify you in writing by certified mail, return receipt requested, that we elect not to so extend this Irrevocable Standby Letter of Credit. A copy of any such notice shall also be sent to: CrossHarbor Capital Partners LLC, Xxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xx. Xxxxx X. Jones. In addition to the foregoing, we understand and agree that you shall be entitled to draw upon this Irrevocable Standby Letter of Credit in the event that we elect not to extend this Irrevocable Standby Letter of Credit and, in addition, you provide us with a dated statement purportedly signed by one of Beneficiary’s officers or agents stating that the Applicant has failed to provide you with an acceptable substitute irrevocable standby letter of credit in accordance with the terms of the above referenced lease. We further acknowledge and agree that: (a) upon receipt of the documentation required herein, we will honor your draws against this Irrevocable Standby Letter of Credit without inquiry into the validity of Beneficiary’s signed statement and regardless of whether Applicant disputes the content of such statement; (b) this Irrevocable Standby Letter of Credit shall permit partial draws and, in the event you elect to draw upon less than the full stated amount hereof, the stated amount of this Irrevocable Standby Letter of Credit shall be automatically reduced by the amount of such partial draw; and (c) this Letter of Credit is transferable by Beneficiary from time to time without our approval and without charge to Beneficiary. Any transfer request must be affected by presenting to us the attached form together with the original Letter of Credit. This Irrevocable Standby Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 revision) ICC Publication No. 500. We engage with you that drafts drawn under hours and in compliance with security requirements established by Landlord. 5. Tenant, or the terms employees, agents, servants, visitors or licensees of this Letter Tenant shall not at any time leave, place or discard any rubbish, paper, articles or objects of Credit any kind whatsoever outside the doors of the Premises or in the corridors, stairways or passageways of the Property. 6. Landlord shall have the right to prohibit any advertising by Tenant which includes the picture, name or address of the Property and which, in Landlord’s opinion, tends to impair the reputation of the Property or its desirability for offices, and, upon written notice from Landlord, Tenant will be duly honored on presentation if presented at our office in Chicago, Illinois on refrain from or before the expiration date of this Letter of Credit. All communications to us with respect to this Irrevocable Standby Letter of Credit must be addressed to our office at the address stated above mentioning our Letter of Credit number. Very truly yours, By: [name] [title]discontinue such advertising.

Construction Representatives. Landlord’s Construction Representative and Tenant’s Construction Representative representatives for coordination of construction and approval of the Tenant Alterations and any change orders will be as set forth in Section 1.1 of the Leasefollows, provided that either party may change its representative upon written notice to the other. [Name of Financial Institution] Irrevocable Standby Letter of Credit No. XXXXXXXX Issuance Date: [ISSUE DATE] Expiration Date:________________________ ApplicantLANDLORD’S REPRESENTATIVE: The Check Giant, LLC 000 Xxxx Xxxxxxx Owner LLC c/o CrossHarbor Capital Partners LLC 000 Xxxx Xxxxxxx NAME Xxx Xxxxx ADDRESS 0000 Xxxxxx Xxxxxx, Suite 1020 Chicago2400 Houston, Illinois 60606 AttnTexas 77002 PHONE 000-000-0000 TENANT’S REPRESENTATIVE: Property Manager Ladies/Gentlemen: We hereby establish our Irrevocable Standby Letter NAME Xxxxx Xxxxxxx ADDRESS 0000 Xxxxxx Xxxxxx, Suite 1275 Houston, Texas 77002 PHONE This Acceptance of Credit in your favor for Premises Memorandum is being executed pursuant to that certain Lease Agreement (the account “Lease”) dated the day of the above referenced Applicant March, 2006, between AGBRI XXXXXX, X.X., a Delaware limited partnership (“Landlord”), and MEDIDATA SOLUTIONS, INC., a Delaware corporation (“Tenant”), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord certain space in the amount of Two Hundred Thousand U.S. Dollars office building located at 0000 Xxxxxx Xxxxxx in Houston, Texas ($200,000,00) available for payment at sight by your draft drawn on us when accompanied by the following documents“Building”). Landlord and Tenant hereby agree that: 1. This original Irrevocable Standby Except for the Punch List Items (as shown on the attached Punch List), Landlord has fully completed the construction work required under the terms of the Lease and the Work Letter of Credit and amendments, if anyattached thereto. 2. BeneficiaryThe Premises are tenantable, Landlord has no further obligation for construction (except with respect to Punch List Items) and Tenant acknowledges that the Building, the Premises and Tenant’s dated statement purportedly signed by one Improvements are satisfactory in all respects, except for the Punch List Items and are suitable for the Permitted Use. 3. The Rent Commencement Date of its officers or agents reading: “This draw the Lease is the day of , 2006. If the date set forth in Item 7 of the Basic Lease Provisions is different than the date set forth in the amount of U.S. Dollars ($ ) under your Irrevocable Standby Letter of Credit No. represents funds due and owing to us as a result preceding sentence, then Item 7 of the Applicant’s failure Basic Lease Provisions is hereby amended to comply with one or more be the Commencement Date set forth in the preceding sentence. 4. The Expiration Date of the Lease is the day of , 2013. If the date set forth in Item 8 of the Basic Lease Provisions is different than the date set forth in the preceding sentence, then Item 8 of the Basic Lease Provisions is hereby amended to be the Expiration Date set forth in the preceding sentence. 5. Tenant acknowledges receipt of the current Rules and Regulations for the Building. 6. All capitalized terms not defined herein shall have the meaning assigned to them in the Lease. Agreed and Executed this day of , 2006. LANDLORD AGBRI XXXXXX, X.X., a Delaware limited partnership By: SWSG II, L.P., a Delaware limited partnership Its: Authorized Agent By: SWSG II, Inc., a Delaware corporation Its: General Partner By: Name: Title: TENANT MEDIDATA SOLUTIONS, INC., a Delaware corporation By: Name: Title: This Exhibit is attached to and a part of that certain lease Lease Agreement dated as of March 13, 2006, executed by and between 200 West Xxxxxxx Owner LLCAGBRI XXXXXX, as landlordX.X., a Delaware limited partnership (“Landlord”), and The Check GiantMEDIDATA SOLUTIONS, LLCINC., as tenant.” It is a condition of this Irrevocable Standby Letter of Credit that Delaware corporation (“Tenant”). Any capitalized term not defined herein shall have the meaning assigned to it will be considered automatically extended for a one year period upon the expiration date set forth above and upon each anniversary of such date, unless at least sixty (60) days prior to such expiration date or applicable anniversary thereof, we notify you in writing by certified mail, return receipt requested, that we elect not to so extend this Irrevocable Standby Letter of Credit. A copy of any such notice shall also be sent to: CrossHarbor Capital Partners LLC, Xxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xx. Xxxxx X. Jones. In addition to the foregoing, we understand and agree that you shall be entitled to draw upon this Irrevocable Standby Letter of Credit in the event that we elect not to extend this Irrevocable Standby Letter of Credit and, in addition, you provide us with a dated statement purportedly signed by one of Beneficiary’s officers or agents stating that the Applicant has failed to provide you with an acceptable substitute irrevocable standby letter of credit in accordance with the terms of the above referenced leaseLease. We further acknowledge Landlord and Tenant agree that: (a) upon receipt of the documentation required herein, we will honor your draws against this Irrevocable Standby Letter of Credit without inquiry into the validity of Beneficiary’s signed statement and regardless of whether Applicant disputes the content of such statement; (b) this Irrevocable Standby Letter of Credit shall permit partial draws and, in the event you elect to draw upon less than the full stated amount hereof, the stated amount of this Irrevocable Standby Letter of Credit shall be automatically reduced by the amount of such partial draw; and (c) this Letter of Credit is transferable by Beneficiary from time to time without our approval and without charge to Beneficiary. Any transfer request must be affected by presenting to us the attached form together with the original Letter of Credit. This Irrevocable Standby Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 revision) ICC Publication No. 500. We engage with you that drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored on presentation if presented at our office in Chicago, Illinois on or before the expiration date of this Letter of Credit. All communications to us with respect to this Irrevocable Standby Letter of Credit must be addressed to our office at the address stated above mentioning our Letter of Credit number. Very truly yours, By: [name] [title]as follows:

Construction Representatives. LandlordSublessor’s Construction Representative and TenantSuxxxxxxx’s Construction Representative representatives for coordination of design and construction and approval of the Tenant Alterations and any change orders Change Orders will be as set forth in Section 1.1 of the Leasefollows, provided that either party may change its representative upon written notice to the other. [Name of Financial Institution] Irrevocable Standby Letter of Credit No. XXXXXXXX Issuance Date: [ISSUE DATE] Expiration Date:________________________ ApplicantSublessor’s Representative: The Check Giant, LLC 000 Xxxx Xxxxxxx Owner LLC Xxx Xxxxx c/o CrossHarbor Capital Partners LLC 000 CP Management 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000 Telephone: 000-000-0000 Telecopy: 000-000-0000 Sublessee’s Representatives: Xxxx Xxxxxxx Xxxxxxxr Xxx Xxxxxx c/o TissueLink Medical, Inc. Suite 1020 Chicago400 One Washington Center Dover, Illinois 60606 AttnNH 03820 Telephone: Property Manager Ladies/Gentlemen000-000-0000 Telecopy: We hereby establish our Irrevocable Standby Letter of Credit in your favor for the account of the above referenced Applicant in the amount of Two Hundred Thousand U.S. Dollars ($200,000,00) available for payment at sight by your draft drawn on us when accompanied by the following documents:000-000-0000 1. This original Irrevocable Standby Letter See schematic design plans dated November 29, 2007 prepared by XxXxxxxxx Xrchitects (Project No. 200726) and Sublessee space plan requirements delivered in connection therewith. All policies of Credit insurance required to be carried by Sublessee shall be effected under valid and amendmentsenforceable policies, if any. 2. Beneficiary’s dated statement purportedly signed in such forms and amounts as may, from time to time, be required under this Lease, issued by one insurers of its officers or agents reading: “This draw recognized responsibility which are authorized to transact such insurance coverage in the amount State of U.S. Dollars New Hampshire. Comprehensive General Liability Insurance shall be for the mutual benefit of Xxxxx Development Authority, Sublessor, Sublessor’s mortgagee and Sublessee, with Xxxxx Development Authority, Sublessor and Suxxxxxxx’s mortgagee included as additional insureds. Within twenty ($ ) under your Irrevocable Standby Letter of Credit No. represents funds due and owing to us as a result of the Applicant’s failure to comply with one or more of the terms of that certain lease by and between 200 West Xxxxxxx Owner LLC, as landlord, and The Check Giant, LLC, as tenant.” It is a condition of this Irrevocable Standby Letter of Credit that it will be considered automatically extended for a one year period upon the expiration date set forth above and upon each anniversary of such date, unless at least sixty (6020) days prior to such the Rent Commencement Date, (and thereafter not less than twenty (20) days prior to the expiration date of each policy furnished pursuant to this Lease), a certificate of the insurer (reasonably satisfactory to Xxxxx Development Authority) bearing a notation evidencing the payment of the premium or applicable anniversary thereofaccompanied by other evidence reasonably satisfactory to Xxxxx Development Authority of such payment, we notify you in writing shall be delivered by certified mailSublessee to Sublessor and Xxxxx Development Authority. Each certificate therefor issued by the insurer shall, return receipt requested, that we elect not to so extend this Irrevocable Standby Letter of Credit. A copy of any such notice shall also be sent to: CrossHarbor Capital Partners LLC, Xxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xx. Xxxxx X. Jones. In addition to the foregoingextent obtainable from such insurer without additional cost, we understand contain (i) an agreement by the insurer that such policy shall not be canceled without at least thirty (30) days prior written notice by registered, first-class mail to Xxxxx Development Authority, Sublessor and agree that you shall be entitled to draw upon this Irrevocable Standby Letter of Credit in the event that we elect not to extend this Irrevocable Standby Letter of Credit and, in addition, you Sublessor’s mortgagee and (ii) provide us with a dated statement purportedly signed by one of Beneficiary’s officers or agents stating that the Applicant has failed insurer shall have no right of subrogation against Xxxxx Development Authority or Sublessor. PDA and the City of Portsmouth shall have approved and consented to provide you with an acceptable substitute irrevocable standby letter the Lease and the Specified Uses. Sublessor and the PDA shall have entered into the Premises Ground Lease Amendment and PDA, Sublessor and Sublessee shall have entered into the PDA Non-Disturbance Agreement. The Final Building Plans and Final Common Facilities Plans shall have been approved by Sublessor and Sublessee, and the PDA, City of credit Portsmouth and State of New Hampshire, as necessary to obtain the Permits and Approvals. Sublessor and Sublessor’s Architect shall have certified to Sublessee the square footage and useable square footage of the Building (the “Building Minimum Requirements”) based upon the Final Building Plans, such measurement to be in accordance with the terms Measurement Method. Sublessor shall have, or shall have caused its counsel to, deliver to Sublessee a commitment for a policy of leasehold title insurance from a national title insurance company committing to insure title to Sublessee’s leasehold estate subject only to the encumbrances described in Article 1 hereof. Sublessor shall have received the Permits and Approvals and all other permits and approvals necessary for the construction and operation of the above referenced lease. We further acknowledge Building and agree that: Common Facilities for the Specified Uses (a) upon receipt of the documentation required herein, we will honor your draws against this Irrevocable Standby Letter of Credit without inquiry into the validity of Beneficiary’s signed statement and regardless of whether Applicant disputes the content of such statement; (b) this Irrevocable Standby Letter of Credit shall permit partial draws and, in the event you elect to draw upon less other than the full stated amount final certificate of occupancy) in accordance with the Final Building Plans and Final Common Facilities Plans and such permits and approvals shall be unconditional or conditioned upon terms reasonably satisfactory to Sublessee. For the purposes hereof, the stated amount of this Irrevocable Standby Letter of Credit Permits and Approvals shall be automatically reduced deemed to have been received only after any applicable appeals periods have run without appeal being taken or, if an appeal has been taken, only after such appeal has been finally determined or settled. Sublessor shall have caused its counsel to have delivered to Sublessee a so-called zoning opinion demonstrating that the Building and Common Facilities, if constructed in accordance with the Final Building Plans and Final Common Facilities Plans, comply with all federal, state and local laws, bylaws, ordinances and regulations enacted or promulgated by any governmental or quasi - governmental authority (including the PDA) having jurisdiction over the Premises. Sublessor shall have satisfied all conditions of the PDA under the Ground Lease to commence construction including the posting of any so-called infrastructure bonds, payment and performance bonds and any other insurance required by the amount of such partial draw; and (c) this Letter of Credit is transferable by Beneficiary from time to time without our approval and without charge to Beneficiary. Any transfer request must be affected by presenting to us the attached form together Ground Lease in connection with the original Letter construction of Creditthe Building and Common Facilities and shall have received an estoppel from the PDA to such effect. This Irrevocable Standby Letter To the extent necessary to obtain the Permits and Approvals (other than the final certificate of Credit is subject occupancy), the condominium Declaration and other condominium documents and plans shall have been approved by the PDA, Sublessor, Sublessee, City of Portsmouth and State of New Hampshire and such condominium shall have been recorded and declared in accordance with Article 1 of the Lease. Sublessor and its general contractor shall have entered into a construction contract (and its general contractor shall have entered into all subcontracts) for the construction of the Building and Common Facilities (which construction contract shall contain a construction schedule that reasonably provides for Substantial Completion on or prior to the Uniform Customs Outside Delivery Date). If such construction contract is with an affiliate of Sublessor, it shall provide for arms-length terms and Practice for Documentary Credits remedies (1993 revision) ICC Publication Noincluding construction warranties). 500. We engage Sublessor shall have closed its construction loan or otherwise provided Sublessee with you reasonable evidence that drafts drawn under it has the financial capability to complete construction of the Building and Common Facilities in compliance accordance with the terms Final Building Plans and Final Common Facilities Plans. Sublessee, Sublessor and Sublessor’s construction lender (if any) shall have entered into an SNDA in form and substance reasonably acceptable to all parties thereto. Sublessor shall have issued a notice to proceed under the construction contract and Sublessor’s general contractor shall have commenced construction of this Letter the Building and Common Facilities thereunder. Sublessor shall have provided Sublessee with not less than 30 days’ notice of Credit will be duly honored on presentation if presented at our office in Chicago, Illinois on or before the expiration date of this Letter of Credit. All communications to us with respect to this Irrevocable Standby Letter of Credit must be addressed to our office at the address stated above mentioning our Letter of Credit number. Very truly yours, By: [name] [title]proposed Delivery Date.

Construction Representatives. Landlord’s Construction Representative and Tenant’s Construction Representative for coordination of construction and approval of the Tenant Alterations and any change orders will be as set forth in Section 1.1 of the Lease, provided that either party may change its representative upon written notice to the other. [Name of Financial Institution] Irrevocable Standby Letter of Credit No. XXXXXXXX Issuance Date: [ISSUE DATE] Expiration Date:___hereby appoints _____________________ Applicant: The Check Giant, LLC 000 Xxxx Xxxxxxx Owner LLC c/o CrossHarbor Capital Partners LLC 000 Xxxx Xxxxxxx Xxxxxx, Suite 1020 Chicago, Illinois 60606 Attn: Property Manager Ladies/Gentlemen: We to act on its behalf and represent its interests with respect to all matters requiring Tenant action under this Exhibit C. Landlord hereby establish our Irrevocable Standby Letter of Credit appoints Campxxxx Xxxhxxxxx xx CenturyPacific L.P. to act on its behalf and represent its interests with respect to all matters requiring Landlord action in your favor for this Exhibit C. Either party may change its construction representative by notice to the account other party given in accordance with Section 29 of the above referenced Applicant Lease. No consent, authorization or other action by Tenant or Landlord with respect to matters set forth in the amount of Two Hundred Thousand U.S. Dollars ($200,000,00) available for payment at sight by your draft drawn on us when accompanied this Section shall bind Tenant or Landlord unless in writing and signed by the following documents:aforementioned person. Tenant hereby expressly recognizes and agrees that no other person claiming to act on behalf of Landlord is authorized to do so. If Tenant complies with any request or direction presented to it by anyone else claiming to act on behalf of Landlord, such compliance shall be at Tenant's sole risk and responsibility and shall not in any way alter or diminish the obligations and requirements created and imposed by this Exhibit C and Landlord shall have the right to enforce compliance with this Exhibit C without suffering any waiver, dilution or mitigation of any of its rights hereunder. RULES AND REGULATIONS 1. This original Irrevocable Standby Letter of Credit and amendments, if anyThe Premises shall not be used for lodging or sleeping. 2. Beneficiary’s dated statement purportedly signed by one Tenant shall not alter any lock or install a new or additional lock or any bolt on any door of the Premises without furnishing Landlord with a key for any lock and obtaining Landlord's prior permission. Tenant, upon the termination of its officers or agents reading: “This draw tenancy, shall deliver to Landlord all keys and/or security cards to doors in the amount Premises. 3. No safes or other objects larger or heavier than the freight elevator of U.S. Dollars ($ ) under your Irrevocable Standby Letter the Premises is limited to carry shall be brought into or installed on the Premises without Landlord's prior written consent. Heavy objects shall, if considered necessary by Landlord, stand on wood strips of Credit Nothickness as is necessary to properly distribute the weight of those objects. represents funds due Except as provided in the Lease, Landlord will not be responsible for loss of or damage to any property from any cause, and owing all damage done to us the Premises by moving or maintaining Tenant's property shall be repaired at the expense of Tenant. 4. Tenant shall not use, keep or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Landlord by reason of noise, odors and/or vibrations. 5. Tenant shall see that the doors of the Premises are closed and securely locked when Tenant's employees leave the Premises, after hours. 6. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, no foreign substance of any kind whatsoever shall be deposited in any of them, and any damage resulting to them from Tenant's misuse shall be paid for by Tenant. 7. No sign, advertisement or notice visible from the exterior of the Premises shall be inscribed, painted or affixed by Tenant on any part of the Premises without the prior written consent of Landlord. If Landlord shall have consented at anytime, whether before or after the execution of this Lease, that consent shall in no way operate as a result waiver or release of any of the Applicant’s failure provisions of this Rule or of this Lease, and shall be deemed to relate only to the particular sign, advertisement or notice so consented to by Landlord and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Landlord with respect to each and every such sign, advertisement or notice other than the particular sign, advertisement or notice, as the case may be, so consented to by Landlord. 8. Tenant shall not lay linoleum or other similar floor covering so that it is affixed to the floor of the Premises in any manner except by a paste, or other material which may easily be removed with water, the use of cement or other similar adhesive materials being expressly prohibited. The method of affixing any linoleum or other similar floor covering to the floor, as well as the method of affixing carpets or rugs to the Premises, shall be subject to approval by Landlord. The expense of repairing any damage resulting from a violation of this Rule 8 shall be borne by the Tenant by whom, or by whose agents, clerks, employees or visitors, the damage shall have been caused. 9. Tenant shall coordinate with Landlord or Landlord's property manager the connection, installation or relocation of any major utilities, including telephone service. Such coordination is intended to ensure uninterrupted service to the Premises and avoid damage to existing utility 10. Tenant shall comply with one all covenants, conditions, restrictions and easements and other encumbrances applicable to the Property and recorded in the real property records, as amended or more replaced from time to time. 11. Landlord reserves the right to select the name of the terms of that certain lease by Premises and between 200 West Xxxxxxx Owner LLCto change the name as it may deem appropriate from time to time, so long as landlordsuch name does not interfere with tenant signage previously approved pursuant to the Lease, and The Check Giant, LLC, as tenant.” It is a condition of this Irrevocable Standby Letter of Credit that it will be considered automatically extended for a one year period upon the expiration date set forth above and upon each anniversary of such date, unless at least sixty (60) days prior to such expiration date or applicable anniversary thereof, we notify you in writing by certified mail, return receipt requested, that we elect Tenant shall not to so extend this Irrevocable Standby Letter of Credit. A copy of any such notice shall also be sent to: CrossHarbor Capital Partners LLC, Xxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xx. Xxxxx X. Jones. In addition refer to the foregoing, we understand and agree that you shall be entitled to draw upon this Irrevocable Standby Letter of Credit in the event that we elect not to extend this Irrevocable Standby Letter of Credit and, in addition, you provide us with a dated statement purportedly signed Premises by one of Beneficiary’s officers or agents stating that the Applicant has failed to provide you with an acceptable substitute irrevocable standby letter of credit in accordance with the terms of the above referenced lease. We further acknowledge and agree thatany name other than: (a) upon receipt of the documentation required hereinnames as selected by Landlord (as that name may be changed from time to time), we will honor your draws against this Irrevocable Standby Letter of Credit without inquiry into the validity of Beneficiary’s signed statement and regardless of whether Applicant disputes the content of such statement; or (b) this Irrevocable Standby Letter the postal address, approved by the United States Post Office. Tenant shall not use the name of Credit shall permit partial draws and, the Premises in any respect other than as an address of its operation in the event you elect to draw upon less than Premises without the full stated amount hereof, the stated amount prior written consent of this Irrevocable Standby Letter of Credit shall be automatically reduced by the amount of such partial draw; and (c) this Letter of Credit is transferable by Beneficiary from time to time without our approval and without charge to Beneficiary. Any transfer request must be affected by presenting to us the attached form together with the original Letter of Credit. This Irrevocable Standby Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 revision) ICC Publication No. 500. We engage with you that drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored on presentation if presented at our office in Chicago, Illinois on or before the expiration date of this Letter of Credit. All communications to us with respect to this Irrevocable Standby Letter of Credit must be addressed to our office at the address stated above mentioning our Letter of Credit number. Very truly yours, By: [name] [title]Landlord.

Construction Representatives. LandlordSublessor’s Construction Representative and TenantXxxxxxxxx’s Construction Representative representatives for coordination of design and construction and approval of the Tenant Alterations and any change orders Change Orders will be as set forth in Section 1.1 of the Leasefollows, provided that either party may change its representative upon written notice to the other. [Name of Financial Institution] Irrevocable Standby Letter of Credit No. XXXXXXXX Issuance Date: [ISSUE DATE] Expiration Date:________________________ ApplicantSublessor’s Representative: The Check Giant, LLC 000 Xxxx Xxxxxxx Owner LLC Xxx Xxxxx c/o CrossHarbor Capital Partners LLC 000 CP Management 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000 Telephone: 000-000-0000 Telecopy: 000-000-0000 Sublessee’s Representatives: Xxxx Xxxxxxx Xxxxxxor Xxx Xxxxxx c/o TissueLink Medical, Inc. Suite 1020 Chicago400 One Washington Center Dover, Illinois 60606 AttnNH 03820 Telephone: Property Manager Ladies/Gentlemen000-000-0000 Telecopy: We hereby establish our Irrevocable Standby Letter of Credit in your favor for the account of the above referenced Applicant in the amount of Two Hundred Thousand U.S. Dollars ($200,000,00) available for payment at sight by your draft drawn on us when accompanied by the following documents:000-000-0000 1. This original Irrevocable Standby Letter See schematic design plans dated November 29, 2007 prepared by XxXxxxxxx Architects (Project No. 200726) and Sublessee space plan requirements delivered in connection therewith. All policies of Credit insurance required to be carried by Sublessee shall be effected under valid and amendmentsenforceable policies, if any. 2. Beneficiary’s dated statement purportedly signed in such forms and amounts as may, from time to time, be required under this Lease, issued by one insurers of its officers or agents reading: “This draw recognized responsibility which are authorized to transact such insurance coverage in the amount State of U.S. Dollars New Hampshire. Comprehensive General Liability Insurance shall be for the mutual benefit of Xxxxx Development Authority, Sublessor, Sublessor’s mortgagee and Sublessee, with Xxxxx Development Authority, Sublessor and Xxxxxxxxx’s mortgagee included as additional insureds. Within twenty ($ ) under your Irrevocable Standby Letter of Credit No. represents funds due and owing to us as a result of the Applicant’s failure to comply with one or more of the terms of that certain lease by and between 200 West Xxxxxxx Owner LLC, as landlord, and The Check Giant, LLC, as tenant.” It is a condition of this Irrevocable Standby Letter of Credit that it will be considered automatically extended for a one year period upon the expiration date set forth above and upon each anniversary of such date, unless at least sixty (6020) days prior to such expiration date or applicable anniversary thereofthe Rent Commencement Date, we notify you in writing by certified mail, return receipt requested, that we elect (and thereafter not to so extend this Irrevocable Standby Letter of Credit. A copy of any such notice shall also be sent to: CrossHarbor Capital Partners LLC, Xxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xx. Xxxxx X. Jones. In addition to the foregoing, we understand and agree that you shall be entitled to draw upon this Irrevocable Standby Letter of Credit in the event that we elect not to extend this Irrevocable Standby Letter of Credit and, in addition, you provide us with a dated statement purportedly signed by one of Beneficiary’s officers or agents stating that the Applicant has failed to provide you with an acceptable substitute irrevocable standby letter of credit in accordance with the terms of the above referenced lease. We further acknowledge and agree that: (a) upon receipt of the documentation required herein, we will honor your draws against this Irrevocable Standby Letter of Credit without inquiry into the validity of Beneficiary’s signed statement and regardless of whether Applicant disputes the content of such statement; (b) this Irrevocable Standby Letter of Credit shall permit partial draws and, in the event you elect to draw upon less than the full stated amount hereof, the stated amount of this Irrevocable Standby Letter of Credit shall be automatically reduced by the amount of such partial draw; and twenty (c20) this Letter of Credit is transferable by Beneficiary from time days prior to time without our approval and without charge to Beneficiary. Any transfer request must be affected by presenting to us the attached form together with the original Letter of Credit. This Irrevocable Standby Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 revision) ICC Publication No. 500. We engage with you that drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored on presentation if presented at our office in Chicago, Illinois on or before the expiration date of this Letter of Credit. All communications to us with respect each policy furnished pursuant to this Irrevocable Standby Letter Lease), a certificate of Credit must the insurer (reasonably satisfactory to Xxxxx Development Authority) bearing a notation evidencing the payment of the premium or accompanied by other evidence reasonably satisfactory to Xxxxx Development Authority of such payment, shall be addressed delivered by Sublessee to our office Sublessor and Xxxxx Development Authority. Each certificate therefor issued by the insurer shall, to the extent obtainable from such insurer without additional cost, contain (i) an agreement by the insurer that such policy shall not be canceled without at least thirty (30) days prior written notice by registered, first-class mail to Xxxxx Development Authority, Sublessor and Sublessor’s mortgagee and (ii) provide that the address stated above mentioning our Letter insurer shall have no right of Credit number. Very truly yours, By: [name] [title]subrogation against Xxxxx Development Authority or Sublessor.

Construction Representatives. LandlordSublessor’s Construction Representative and TenantXxxxxxxxx’s Construction Representative representatives for coordination of design and construction and approval of the Tenant Alterations and any change orders Change Orders will be as set forth in Section 1.1 of the Leasefollows, provided that either party may change its representative upon written notice to the other. [Name of Financial Institution] Irrevocable Standby Letter of Credit No. XXXXXXXX Issuance Date: [ISSUE DATE] Expiration Date:________________________ ApplicantSublessor’s Representative: The Check Giant, LLC 000 Xxxx Xxxxxxx Owner LLC Xxx Xxxxx c/o CrossHarbor Capital Partners LLC 000 CP Management 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000 Telephone: 000-000-0000 Telecopy: 000-000-0000 Sublessee’s Representatives: Xxxx Xxxxxxx Xxxxxxor Xxx Xxxxxx c/o TissueLink Medical, Inc. Suite 1020 Chicago400 One Washington Center Dover, Illinois 60606 AttnNH 03820 Telephone: Property Manager Ladies/Gentlemen000-000-0000 Telecopy: We hereby establish our Irrevocable Standby Letter 000-000-0000 1. See schematic design plans dated November 29, 2007 prepared by XxXxxxxxx Architects (Project No. 200726) and Sublessee space plan requirements delivered in connection therewith. All policies of Credit insurance required to be carried by Sublessee shall be effected under valid and enforceable policies, in your favor such forms and amounts as may, from time to time, be required under this Lease, issued by insurers of recognized responsibility which are authorized to transact such insurance coverage in the State of New Hampshire. Comprehensive General Liability Insurance shall be for the account mutual benefit of Xxxxx Development Authority, Sublessor, Sublessor’s mortgagee and Sublessee, with Xxxxx Development Authority, Sublessor and Xxxxxxxxx’s mortgagee included as additional insureds. Within twenty (20) days prior to the Rent Commencement Date, (and thereafter not less than twenty (20) days prior to the expiration date of each policy furnished pursuant to this Lease), a certificate of the above referenced Applicant in insurer (reasonably satisfactory to Xxxxx Development Authority) bearing a notation evidencing the amount payment of Two Hundred Thousand U.S. Dollars ($200,000,00) available for payment at sight by your draft drawn on us when the premium or accompanied by other evidence reasonably satisfactory to Xxxxx Development Authority of such payment, shall be delivered by Sublessee to Sublessor and Xxxxx Development Authority. Each certificate therefor issued by the following documentsinsurer shall, to the extent obtainable from such insurer without additional cost, contain (i) an agreement by the insurer that such policy shall not be canceled without at least thirty (30) days prior written notice by registered, first-class mail to Xxxxx Development Authority, Sublessor and Sublessor’s mortgagee and (ii) provide that the insurer shall have no right of subrogation against Xxxxx Development Authority or Sublessor. IRREVOCABLE STANDBY LETTER OF CREDIT NO. PAGE 1 BENEFICIARY: [TWO INTERNATIONAL ENTITY] ATTN: APPLICANT: TISSUELINK MEDICAL, INC. LETTER OF CREDIT NO: ISSUE DATE: EXPIRATION DATE: [1 YEAR FROM ISSUANCE DATE] EXPIRATION PLACE: AT OUR COUNTERS AMOUNT: $2,000,000.00 USD TWO MILLION AND 00/100 DOLLARS LADIES AND GENTLEMEN: [ ] (“ISSUER”) HEREBY ISSUES OUR IRREVOCABLE LETTER OF CREDIT NO. IN BENEFICIARY’S FAVOR IN THE AMOUNT OF TWO MILLION 00/100 ($ 2,000,000) U.S. DOLLARS AVAILABLE BY YOUR SIGHT DRAFTS DRAWN ON US AND ACCOMPANIED BY A WRITTEN STATEMENT SIGNED ON BEHALF OF BENEFICIARY, ITS SUCCESSORS OR ASSIGNS, STATING AS FOLLOWS: “THE UNDERSIGNED CERTIFIES THAT [TWO INTERNATIONAL ENTITY] AND/OR ITS SUCCESSORS AND ASSIGNS IS ENTITLED TO DRAW UNDER THE IRREVOCABLE LETTER OF CREDIT NO. PURSUANT TO THE TERMS OF A LEASE, DATED , 2008, AS AMENDED, BETWEEN [TWO INTERNATIONAL ENTITY], AS LANDLORD, TISSUELINK MEDICAL, INC., AS TENANT.” OR: “THE UNDERSIGNED CERTIFIES THAT [TWO INTERNATIONAL ENTITY] AND/OR ITS SUCCESSORS AND ASSIGNS IS ENTITLED TO DRAW UNDER THE IRREVOCABLE LETTER OF CREDIT NO. BECAUSE APPLICANT HAS FILED A VOLUNTARY BANKRUPTCY PETITION UNDER 11 USC 101 ET SEQ., AS AMENDED, OR UNDER THE INSOLVENCY LAWS OF ANY JURISDICTION.” OR: “THE UNDERSIGNED CERTIFIES THAT [TWO INTERNATIONAL ENTITY] AND/OR ITS SUCCESSORS AND ASSIGNS IS ENTITLED TO DRAW UNDER THE IRREVOCABLE LETTER OF CREDIT NO. BECAUSE AN INVOLUNTARY PETITION UNDER 11 USC 101 ET SEQ., AS AMENDED, OR UNDER THE IRREVOCABLE STANDBY LETTER OF CREDIT NO. PAGE 2 INSOLVENCY LAWS OF ANY JURISDICTION HAS BEEN FILED AGAINST APPLICANT.” PARTIAL DRAWINGS ARE PERMITTED. THIS LETTER OF CREDIT SHALL EXPIRE AT OUR OFFICES ON 2009 (THE “STATED EXPIRATION DATE”). IT IS A CONDITION OF THIS LETTER OF CREDIT THAT THE STATED EXPIRATION DATE SHALL BE DEEMED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR SUCCESSIVE ONE (1) YEAR PERIODS FROM SUCH STATED EXPIRATION DATE, UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO SUCH STATED EXPIRATION DATE (OR ANY ANNIVERSARY THEREOF) WE SHALL NOTIFY APPLICANT AND YOU IN WRITING BY REGISTERED MAIL (RETURN RECEIPT) THAT WE ELECT NOT TO CONSIDER THIS LETTER OF CREDIT EXTENDED FOR ANY SUCH ADDITIONAL ONE (1) YEAR PERIOD. UPON RECEIPT OF SUCH NON-RENEWAL NOTICE YOU MAY DRAW YOUR SIGHT DRAFT DRAWN ON US FOR THE AVAILABLE AMOUNT UNDER THIS STANDBY LETTER OF CREDIT ACCOMPANIED BY YOUR DATED STATEMENT SIGNED BY ONE OF YOUR AUTHORIZED OFFICERS, AUTHORIZED SIGNATORIES, MEMBER OR REPRESENTATIVE FOLLOWED BY THEIR DESIGNATED TITLE, CERTIFYING THE FOLLOWING: “WE ARE IN RECEIPT OF YOUR NOTICE THAT YOU HAVE ELECTED NOT TO RENEW OR EXTEND THE MATURITY DATE OF YOUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. AND APPLICANT HAS FAILED TO PROVIDE US WITH AN ACCEPTABLE SUBSTITUTE IRREVOCABLE STANDBY LETTER OF CREDIT IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN LEASE AGREEMENT BY AND BETWEEN BENEFICIARY, AS LANDLORD, AND APPLICANT, AS TENANT.” BENEFICIARY’S SIGHT DRAFTS MAY BE PREPARED EITHER (I) IN THE FORM OF A LETTER ON BENEFICIARY’S LETTERHEAD SIGNED BY BENEFICIARY’S OFFICER, OR (II) IN THE FORM OF A FACSIMILE COPY OF SUCH A LETTER TELECOPIED BY ONE OF BENEFICIARY’S OFFICERS TO THE FOLLOWING NUMBER: TELECOPIER NO. (TELEPHONE CONFIRMATION NO. ) WITH AN ORIGINAL THEREOF TO FOLLOW IMMEDIATELY BY FEDERAL EXPRESS OR OTHER NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE. EXCEPT FOR AUTHENTICATED ELECTRONIC RECORDS AUTHORIZED HEREUNDER, ALL PRESENTATIONS TO ISSUING BANK SHALL BE ADDRESSED AND DELIVERED TO ISSUING BANK AS FOLLOWS: . WE ENGAGE WITH YOU THAT ALL DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS IRREVOCABLE LETTER OF CREDIT WILL BE DULY HONORED IF PRESENTED TO US ON OR BEFORE THE EXPIRATION DATE SET FORTH ABOVE. ANY DRAFT DRAWN BY YOU UNDER THIS IRREVOCABLE LETTER OF CREDIT MUST BEAR THE CLAUSE “DRAWN UNDER [ISSUING BANK] LETTER OF CREDIT NO. DATED .” THE BENEFICIARY’S RIGHTS UNDER THIS LETTER OF CREDIT ARE TRANSFERABLE IN ITS ENTIRETY (BUT NOT IN PART) AND ONLY [ISSUING BANK] IS AUTHORIZED TO ACT AS THE TRANSFERRING BANK. WE SHALL NOT RECOGNIZE ANY TRANSFER OF THIS LETTER OF CREDIT UNTIL WE RECEIVE (A) THIS ORIGINAL LETTER OF CREDIT TOGETHER WITH ANY AMENDMENTS, AND (B) A SIGNED AND COMPLETED TRANSFER FORM IN THE FORM ATTACHED HERETO AS ATTACHMENT A. ALL BANK FEES INCURRED IN CONNECTION WITH THIS LETTER OF CREDIT, INCLUDING TRANSFER FEES, SHALL BE FOR THE ACCOUNT OF THE APPLICANT. IRREVOCABLE STANDBY LETTER OF CREDIT NO. PAGE 3 UNDER NO CIRCUMSTANCES SHALL THIS LETTER OF CREDIT BE TRANSFERRED TO ANY PERSON OR ENTITY WITH WHICH U.S. PERSONS OR ENTITIES ARE PROHIBITED FROM CONDUCTING BUSINESS UNDER U.S. FOREIGN ASSET CONTROL REGULATIONS AND OTHER APPLICABLE U.S. LAWS AND REGULATIONS. THIS IRREVOCABLE LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR UNDERTAKING, AND SUCH UNDERTAKING SHALL NOT IN ANY WAY BE LIMITED, MODIFIED, AMENDED OR AMPLIFIED, EXCEPT BY A WRITTEN DOCUMENT EXECUTED BY THE PARTIES HERETO. THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES (“ISP98”), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590. AS TO MATTERS NOT GOVERNED BY ISP98, SUCH MATTERS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH LAWS OF THE STATE OF [ ] AND APPLICABLE U.S. FEDERAL LAW. [ISSUING BANK] BY: TITLE: IRREVOCABLE STANDBY LETTER OF CREDIT NO. PAGE 4 THE UNDERSIGNED, A DULY AUTHORIZED OFFICER OF THE BENEFICIARY OF LETTER OF CREDIT NO. (THE “LETTER OF CREDIT”) DATED IRREVOCABLY INSTRUCTS [ISSUING BANK] AS ISSUER OF THE LETTER OF CREDIT, AS FOLLOWS: 1. This original Irrevocable Standby Letter of Credit and amendmentsFOR VALUE RECEIVED, if anyTHE UNDERSIGNED BENEFICIARY IRREVOCABLY TRANSFERS TO: NAME AND ADDRESS OF TRANSFEREE: ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY UNDER THE LETTER OF CREDIT. THE TRANSFEREE IS THE ASSIGNEE OR HAS SUCCEEDED THE UNDERSIGNED. 2. BeneficiaryBY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN THE LETTER OF CREDIT ARE TRANSFERRED TO THE TRANSFEREE, AND THE TRANSFEREE SHALL FROM THE DATE OF THIS INSTRUCTION HAVE SOLE RIGHTS AS BENEFICIARY OF THE LETTER OF CREDIT INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS, WHETHER INCREASES, DECREASES, EXTENSIONS OR OTHER AMENDMENTS AND WHETHER NOW EXISTING OR HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED DIRECTLY TO THE TRANSFEREE WITHOUT NECESSITY OF ANY CONSENT OF, OR NOTICE TO, THE UNDERSIGNED BENEFICIARY; PROVIDED, HOWEVER, THAT NO RIGHTS SHALL BE DEEMED TO HAVE BEEN TRANSFERRED TO THE TRANSFEREE UNTIL SUCH TRANSFER COMPLIES WITH THE REQUIREMENTS OF THE LETTER OF CREDIT PERTAINING TO TRANSFERS. 3. THE LETTER OF CREDIT IS RETURNED WITH THIS INSTRUCTION, AND IN ACCORDANCE WITH THE LETTER OF CREDIT THE UNDERSIGNED ASKS THAT THIS TRANSFER BE EFFECTIVE AND THAT YOU TRANSFER THE SAME TO THE TRANSFEREE OR THAT, IF SO REQUESTED BY THE TRANSFEREE, YOU ISSUE A NEW IRREVOCABLE LETTER OF CREDIT IN FAVOR OF THE TRANSFEREE WITH PROVISIONS CONSISTENT WITH THE LETTER OF CREDIT. 4. YOUR SIGNATURE BELOW MUST BE GUARANTEED AND WITNESSED BY AN AUTHORIZED OFFICER OF YOUR BANK. DATED: SIGNATURE GUARANTEE INSERT NAME OF TRANSFEROR BY: BY: TITLE: TITLE: PDA and the City of Portsmouth shall have approved and consented to the Lease and the Specified Uses. Sublessor and the PDA shall have entered into the Premises Ground Lease Amendment and PDA, Sublessor and Sublessee shall have entered into the PDA Non-Disturbance Agreement. The Final Building Plans and Final Common Facilities Plans shall have been approved by Sublessor and Sublessee, and the PDA, City of Portsmouth and State of New Hampshire, as necessary to obtain the Permits and Approvals. Sublessor and Sublessor’s dated statement purportedly signed by one of its officers or agents reading: “This draw in Architect shall have certified to Sublessee the amount of U.S. Dollars ($ ) under your Irrevocable Standby Letter of Credit No. represents funds due square footage and owing to us as a result useable square footage of the Applicant’s failure to comply with one or more of Building (the terms of that certain lease by and between 200 West Xxxxxxx Owner LLC, as landlord, and The Check Giant, LLC, as tenant.” It is a condition of this Irrevocable Standby Letter of Credit that it will be considered automatically extended for a one year period “Building Minimum Requirements”) based upon the expiration date set forth above and upon each anniversary of Final Building Plans, such date, unless at least sixty (60) days prior measurement to such expiration date or applicable anniversary thereof, we notify you in writing by certified mail, return receipt requested, that we elect not to so extend this Irrevocable Standby Letter of Credit. A copy of any such notice shall also be sent to: CrossHarbor Capital Partners LLC, Xxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xx. Xxxxx X. Jones. In addition to the foregoing, we understand and agree that you shall be entitled to draw upon this Irrevocable Standby Letter of Credit in the event that we elect not to extend this Irrevocable Standby Letter of Credit and, in addition, you provide us with a dated statement purportedly signed by one of Beneficiary’s officers or agents stating that the Applicant has failed to provide you with an acceptable substitute irrevocable standby letter of credit in accordance with the terms Measurement Method. Sublessor shall have, or shall have caused its counsel to, deliver to Sublessee a commitment for a policy of leasehold title insurance from a national title insurance company committing to insure title to Sublessee’s leasehold estate subject only to the encumbrances described in Article 1 hereof. Sublessor shall have received the Permits and Approvals and all other permits and approvals necessary for the construction and operation of the above referenced lease. We further acknowledge Building and agree that: Common Facilities for the Specified Uses (a) upon receipt of the documentation required herein, we will honor your draws against this Irrevocable Standby Letter of Credit without inquiry into the validity of Beneficiary’s signed statement and regardless of whether Applicant disputes the content of such statement; (b) this Irrevocable Standby Letter of Credit shall permit partial draws and, in the event you elect to draw upon less other than the full stated amount final certificate of occupancy) in accordance with the Final Building Plans and Final Common Facilities Plans and such permits and approvals shall be unconditional or conditioned upon terms reasonably satisfactory to Sublessee. For the purposes hereof, the stated amount of this Irrevocable Standby Letter of Credit Permits and Approvals shall be automatically reduced deemed to have been received only after any applicable appeals periods have run without appeal being taken or, if an appeal has been taken, only after such appeal has been finally determined or settled. Sublessor shall have caused its counsel to have delivered to Sublessee a so-called zoning opinion demonstrating that the Building and Common Facilities, if constructed in accordance with the Final Building Plans and Final Common Facilities Plans, comply with all federal, state and local laws, bylaws, ordinances and regulations enacted or promulgated by any governmental or quasi - governmental authority (including the PDA) having jurisdiction over the Premises. Sublessor shall have satisfied all conditions of the PDA under the Ground Lease to commence construction including the posting of any so-called infrastructure bonds, payment and performance bonds and any other insurance required by the amount of such partial draw; and (c) this Letter of Credit is transferable by Beneficiary from time to time without our approval and without charge to Beneficiary. Any transfer request must be affected by presenting to us the attached form together Ground Lease in connection with the original Letter construction of Creditthe Building and Common Facilities and shall have received an estoppel from the PDA to such effect. This Irrevocable Standby Letter To the extent necessary to obtain the Permits and Approvals (other than the final certificate of Credit is subject occupancy), the condominium Declaration and other condominium documents and plans shall have been approved by the PDA, Sublessor, Sublessee, City of Portsmouth and State of New Hampshire and such condominium shall have been recorded and declared in accordance with Article 1 of the Lease. Sublessor and its general contractor shall have entered into a construction contract (and its general contractor shall have entered into all subcontracts) for the construction of the Building and Common Facilities (which construction contract shall contain a construction schedule that reasonably provides for Substantial Completion on or prior to the Uniform Customs Outside Delivery Date). If such construction contract is with an affiliate of Sublessor, it shall provide for arms-length terms and Practice for Documentary Credits remedies (1993 revision) ICC Publication Noincluding construction warranties). 500. We engage Sublessor shall have closed its construction loan or otherwise provided Sublessee with you reasonable evidence that drafts drawn under it has the financial capability to complete construction of the Building and Common Facilities in compliance accordance with the terms Final Building Plans and Final Common Facilities Plans. Sublessee, Sublessor and Sublessor’s construction lender (if any) shall have entered into an SNDA in form and substance reasonably acceptable to all parties thereto. Sublessor shall have issued a notice to proceed under the construction contract and Sublessor’s general contractor shall have commenced construction of this Letter the Building and Common Facilities thereunder. Sublessor shall have provided Sublessee with not less than 30 days’ notice of Credit will be duly honored on presentation if presented at our office in Chicago, Illinois on or before the expiration date of this Letter of Credit. All communications to us with respect to this Irrevocable Standby Letter of Credit must be addressed to our office at the address stated above mentioning our Letter of Credit number. Very truly yours, By: [name] [title]proposed Delivery Date.