Common use of Letter of Credit Clause in Contracts

Letter of Credit. At the Closing, Middleby shall cause to be delivered to the Landlord a letter of credit in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially in the form of Exhibit C, attached hereto, issued by Bank of America, N.A. (the “Letter of Credit”). The amount of the Letter of Credit may be reduced from time to time by Middleby (with the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middleby. The Letter of Credit shall be for a term of not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term of the Letter of Credit. If the term of the Letter of Credit expires prior to the date forty-five (45) days after the maturity date of the Note, Middleby shall provide a replacement Letter of Credit not less than fifteen (15) days prior to the expiration of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such draw.

Letter of Credit. At On any Disclosure Date (as defined in the ClosingNotes), Middleby the Company shall cause to be delivered to the Landlord a obtain an irrevocable letter of credit (the "Letter of Credit"), in the original amount of $5,000,000 issued in favor of Castlerigg (the "LC Agent") by a bank acceptable to such LC Agent (the "Letter of Credit Bank") and in form and substance acceptable to such LC Agent. Subject to the last three sentences of this Section 4(r), the Letter of Credit shall expire not earlier than 91 days after the Maturity Date of the Notes (the "LC Expiration Date"). Upon the occurrence and during the continuance of an Event of Default under (and as defined in) the Notes, the LC Agent shall be entitled to draw under the Letter of Credit for the full Letter of Credit Amount (as defined in the Notes) then available thereunder, it being understood that the LC Agent shall act for the benefit of the Buyers on a pro rata basis based on the principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially in the form Notes held by each of Exhibit C, attached hereto, issued by Bank the Buyers and hold such amount as collateral security for the obligations under the Notes for the benefit of America, N.A. (the “Letter of Credit”)Buyers. The amount Company shall obtain such renewals, extensions or replacements of the Letter of Credit may be reduced from time as necessary to time by Middleby (with ensure that the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middleby. The Letter of Credit shall be for not expire prior to the LC Expiration Date (unless the Letter of Credit shall have been reduced to zero in accordance with the terms contained in this Section 4(r) prior to such date). If, at any time, the Company cannot obtain a term of not less than one (1) yearrenewal, shall allow for automatic one year extensions extension or replacement of the term Letter of Credit such that the Letter of Credit will expire prior to the LC Expiration Date (a "Withdrawal Event"), the Company and the Letter of Credit Bank shall contain an agreement by Bank each give the LC Agent written notice of America, N.A., to notify the Landlord occurrence of a Withdrawal Event at least forty-five (45) days prior to any election by it not to extend the term then current expiration date of the Letter of Credit. If Following a Withdrawal Event, the term of LC Agent shall be entitled to draw down the Letter of Credit expires prior to the date forty-five Amount in its entirety (45) days after the maturity date whether or not an Event of Default shall have occurred or be continuing under any of the Note, Middleby shall provide a replacement Letter of Credit not less than fifteen (15Notes) days prior to and hold such amount as collateral security for the expiration obligations under the Notes for the benefit of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawBuyers.

Letter of Credit. At the Closing, Middleby (A) Lessee shall cause deliver to be delivered to the Landlord a letter Lessor and maintain an irrevocable Letter of credit in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially Credit in the form attached hereto as Exhibit D running in favor of Exhibit C, attached hereto, Lessor issued by Bank of Americaa bank reasonably approved by Lessor, N.A. (in an amount equal to One and One-Half times the “Letter of Credit”). The amount of the Letter of Credit may be reduced from time to time by Middleby (with the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middlebythen current Annual Base Rent. The Letter of Credit shall be irrevocable for the term thereof and shall provide that it is automatically renewable for a term of period ending not less earlier than one sixty (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term of the Letter of Credit. If the term of the Letter of Credit expires prior to the date forty-five (4560) days after the maturity date expiration of the Note, Middleby term thereby demised without any action whatsoever on the part of the Lessor; provided that the issuing bank shall provide a replacement have the right not to renew said Letter of Credit on written notice to Lessor not less than fifteen sixty (1560) days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Lessee to maintain such irrevocable Letter of Credit with Lessor through the date which is sixty (60) days after the expiration of the term hereby demised.) If the issuing bank shall give notice of its intent not to renew the Letter of Credit, Lessee shall replace said Letter of Credit at least 30 days prior to the stated expiration of the existing Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if Lessee's failure to so replace the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such be an immediate event of default is continuingwithout notice and opportunity to cure, occasioning the right of Lessor or any or its successor's and assigns to immediately draw down on the Letter of Credit for the outstanding principal balancein its entirety, any accrued interest, and any other amounts due pursuant notwithstanding anything in this Lease to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawcontrary.

Letter of Credit. At the Closing(a) Within five (5) days after Tenant’s execution and delivery of this Lease, Middleby Tenant shall cause to be delivered to the deposit with Landlord a clean, irrevocable and unconditional letter of credit payable at sight in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars a form acceptable to Landlord in its reasonable discretion ($2,125,000.00)], substantially in the form of Exhibit C, attached hereto, issued by Bank of America, N.A. (the “Letter of Credit”). The ) issued by a bank or financial institution and branch, all approved by Landlord in its reasonable discretion (the “Bank”) in favor of Landlord, in the amount of Five Million Dollars ($5,000,000.00) as security for the Letter of Credit may be reduced from time to time faithful performance and observance by Middleby (with the written consent Tenant of the Landlordterms, which consent shall not be unreasonably withheld or delayed) conditions and provisions of this Lease, including the surrender of possession of the Premises to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by MiddlebyLandlord as herein provided. The Letter of Credit shall be for have a term of not less which expires no sooner than sixty (60) days after the Expiration Date, or Tenant may deliver a one (1) year, shall allow for automatic one year extensions of the term unconditional and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term of the Letter of Credit. If the term of the irrevocable Letter of Credit expires prior to which by its terms automatically, for the date forty-five (45) days after the maturity date remainder of the NoteTerm, Middleby shall provide a replacement renews for successive one (1) year periods unless the Bank provides no less than thirty (30) days’ written notice to Landlord that such Letter of Credit not less than fifteen (15) days prior to the expiration of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Notebe renewed, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. in which event Landlord shall have the right to draw on down the entire amount of the Letter of Credit unless Tenant substitutes, at least ten (10) business days prior to the expiration of such Letter of Credit, a new Letter of Credit which meets the requirements of this Paragraph 7. Landlord hereby approves Silicon Valley Bank as an acceptable Bank for an event of default that has occurred and is continuing during the first year issuance of the term initial Letter of the Note provided that (iCredit, subject to Paragraph 7(d) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawbelow.

Letter of Credit. At As used in this Lease, the Closing, Middleby term "Letter of Credit" shall cause to be delivered to the Landlord a mean an unconditional and irrevocable letter of credit issued by a federally-insured banking institution acceptable to Landlord (the "Letter of Credit") in the original principal face amount of Two Million, One Hundred Twenty Five Thousand Million and No/100 Dollars ($2,125,000.00)], substantially 1,000,000.00) in the form and substance acceptable to Landlord, which shall be held by Landlord as the Security Deposit in accordance with the provisions of Exhibit C, attached hereto, issued by Bank of America, N.A. (the “Letter of Credit”)this Section 20. The amount of If the Letter of Credit may be reduced (or any replacement thereof) is issued for an effective period of time less than the seven (7) year initial Term of this Lease, Tenant shall from time to time by Middleby time, and not later than thirty (with the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middleby. The Letter of Credit shall be for a term of not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term of the Letter of Credit. If the term of the Letter of Credit expires prior to the date forty-five (45) days after the maturity date of the Note, Middleby shall provide a replacement Letter of Credit not less than fifteen (1530) days prior to the expiration of the then current Letter of Credit, replace each such expiring Letter of Credit with a new Letter of Credit in the same amount (subject to the reduction referenced in Section 20.D below), and upon the same terms and conditions as the expiring Letter of Credit. In the event The Letter of the occurrence Credit (and continuation of any event of default replacement thereof) may be drawn upon by Middleby Landlord under the Note, or if terms and conditions as provided in this Section 20. Failure of Tenant to renew the Letter of Credit is not renewed at least fifteen thirty (1530) days prior to its expiration shall constitute an Event of Default under this Lease and shall entitle Landlord, in addition to the other remedies contained in this Lease, and without any date further notice to Tenant, to draw upon the Letter of termination, the Credit. If for any reason Landlord shall have the right, if any such event of default is continuing, failed to immediately draw on upon the Letter of Credit prior to its expiration (or if the issuer shall have been rendered unable to honor such draw request for any reason, including due to governmental regulatory intervention or financial deterioration), Tenant shall immediately upon demand from Landlord, deliver to Landlord a replacement Letter of Credit in the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on same amount as the Letter of Credit during the first year that had expired (or had been rendered incapable of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawbeing honored).

Letter of Credit. At (a) Guarantor agrees to obtain, as a condition precedent to Lessor's obligations under the ClosingLease, Middleby shall cause to be delivered to the Landlord a an irrevocable letter of credit (the "Credit") from such issuer which is a US Bank having a Standard & Poor's rating of BBB or better and in an initial amount of not less than $13,709,296.00 and in such form as is consistent with the terms of this Guaranty and as is reasonably acceptable to Lessor. The Credit shall be unconditional and remain in full force and effect for the entire Initial Term of the Schedule identified in Section 1 above, provided that Guarantor shall upon at least 30 days prior written notice to Lessor be entitled to replace any existing letter of credit with a substitute irrevocable letter of credit ("Substitute Credit") in such form as is consistent with the terms of this Guaranty, and in Lessor's reasonable opinion, substantively identical in all respects to the Credit as then in effect (including, without limitation, providing for an available amount equal to the then currently available amount under the Credit and, if such substitute letter of credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that would be in effect under the Credit originally accepted by Lessor hereunder), and is from an issuer reasonably acceptable to Lessor. Any such Substitute Credit, once issued and in the original principal amount possession of Two MillionLessor, One Hundred Twenty Five Thousand Dollars shall become the only Credit on which Lessor shall make any subsequently initiated draws. Any proceeds of the Credit shall be applied by Lessor: ($2,125,000.00)]i) only to Guaranteed Obligations under this Guaranty, substantially in and (ii) only following the form giving of Exhibit Ca Demand Notice and the expiration of the Demand Period with respect thereto. Lessor will only be entitled to draw upon the Credit only to the extent of the foregoing or, attached heretoif it shall have received a notice of nonrenewal from the issuer of the Credit, issued by Bank of America, N.A. (Lessor will be entitled to draw up to the “Letter of Credit”). The entire available amount of the Letter Credit, but only to the extent of the total of the Guaranteed Obligations then outstanding, and the extent of any other outstanding obligations of Guarantor under this Guaranty, and to the extent of any Guaranteed Obligations which are not due which are to come due, provided further that in the event of such a notice of nonrenewal Lessor shall not draw on the Credit may be reduced if Guarantor has within 30 days of Lessor's receipt of the notice of nonrenewal replaced the existing letter of credit with a Substitute Credit as provided above. If, for any reason, whether or not in breach of this Guaranty or in compliance with this Guaranty, Lessor (or its lawful assignees or transferees) draw on the Credit for any sums exceeding the amounts then due by Guarantor for obligations under this Guaranty (such amounts so drawn in breach of this Guaranty to the extent they have not from time to time been applied to Guaranteed Obligations hereunder or paid to Guarantor hereunder, the "Excess Amounts"), Lessor agrees (A) to pay interest on such Excess Amounts at the 3-Month Treasury Constant Maturity rate as described in Federal Reserve Statistical Release H.15—Selected Interest Rates (available, for example, at xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data.htm and, specifically, xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data/Weekly_Friday_/H15_TCM NOM_M3.txt which, by Middleby (with way of further example, reflects a rate of 4.99% for the written consent week ending December 8, 2006), or any successor publication of the LandlordUS Federal Reserve System, which consent shall not be unreasonably withheld or delayedas from time to time existing at and after such time(s) that such draws are made, the rate reported for the last day of each complete week to apply for the entire preceding week, and (B) to reflect the reductions in the Note balance resulting from scheduled pay such Excess Amounts and unscheduled payments on the Note by Middleby. The Letter of Credit shall be for a term of not less than one such accrued interest to Guarantor as follows: (1) yearin full at such time as the Guaranteed Obligations have been paid in full, shall allow (2) in full at such time that Guarantor provides a Substitute Credit in such form as is consistent with the terms of this Guaranty, and in Lessor's reasonable opinion, substantively identical in all respects to the original Credit (including, without limitation, providing for automatic one year extensions an available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) not drawn on the original Credit and, if such Substitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), and such Substitute Credit is from an issuer reasonably acceptable to Lessor; (3) if at any time the Excess Amounts plus accrued interest therein plus the amounts then available under the Credit exceed the amount that would have otherwise been available under the Credit if the Excess Amounts then outstanding had not been drawn under the Credit (and no subsequent conditions had existed that would have allowed a draw of the term and shall contain an agreement by Bank any portion of America, N.A., such Excess Amounts or otherwise permitted Lessor to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term issuer of the Letter of Credit. If Credit to cease further reductions), and the term quarterly reductions had thus continued to occur under the terms of the Letter Credit (the "Putatively Scheduled Reductions"), Lessor shall upon demand of Credit expires prior Guarantor immediately pay Guarantor the Excess Amounts and accrued interest thereon to the date forty-five extent the actual amount available under the Credit exceeds the amount that would have been available under the Credit had the Putatively Scheduled Reductions (45) days after as in effect on the maturity date of the Note, Middleby shall provide a replacement Letter of Credit not less than fifteen (15Guarantor's demand) days prior to the expiration of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Notetaken place, or if (4) as is subsequently agreed-to in writing by the Letter parties hereto or ordered by a court of Credit is not renewed at least fifteen competent jurisdiction as referenced in Section 11 below (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord this reference to such order shall not be considered an agreement or stipulation thereto by Lessor). Any Excess Amounts and accrued interest shall be considered a general obligation of Lessor and, for the avoidance of doubt, not the property of Guarantor and not property held in held in trust for the benefit of Guarantor. For the further avoidance of doubt, Lessor shall have no obligations with respect to such Excess Amounts or accrued interest except as expressly provided for in this Guaranty, and, without limiting the generality of the foregoing, Lessor need not keep any Excess Amounts or accrued interest in a separate account or otherwise segregate any Excess Amounts or accrued interest from its general assets and obligations (it being the express agreement of the parties that in exchange for Lessor's obligation to pay interest on the Excess Amounts as provided above Lessor shall have the full benefit and use of the Excess Amounts and accrued interest, which it may invest, reinvest, or not invest, all as Lessor may see fit in its absolute discretion, without having to account to Guarantor for the same). Any Excess Amounts and accrued interest shall be applied by Lessor only to Guaranteed Obligations under this Guaranty, and only following the giving of a Demand Notice and the expiration of the Demand Period with respect thereto. The parties agree that their fundamental agreement and intent hereunder is that the Guaranteed Obligations be at all times unconditionally secured by full access to the funds intended to be available under the Credit (as originally contemplated hereby) even following any breach hereunder by Lessor. Accordingly, the parties agree that no payment of the Excess Amounts shall be paid to Guarantor except to the extent provided in clauses (1) through (3) above and that any court in determining remedies for the breach by Lessor hereunder shall not order payment of such amounts over to Guarantor except consistent with clauses (1) through (3) above but, rather, shall consider alternative remedies consistent with the parties' intent, including, without limitation, maintaining the Excess Amounts and accrued interest thereon which are not required to be paid to Guarantor under any of clauses (1) through (3) above in a separate account such that Lessor shall have the full benefit thereof without condition or contingency—other than the conditions provided in this Guaranty that the Guaranteed Obligations shall not have been actually paid, that a Demand Notice shall be given as provided above, and that the right ensuing Demand Period shall have expired. For the avoidance of doubt, as stated in clause (2) above, nothing in this paragraph shall prevent Guarantor from being entitled to draw on the Letter of Credit during the first year immediate payment of the term Excess Amounts if and when Guarantor provides a Substitute Credit in such form as is consistent with the terms of this Guaranty, and in Lessor's reasonable opinion, substantively identical in all respects to the Noteoriginal Credit (including, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit without limitation, providing for an event of default available amount equal to the amount that has occurred and is continuing during would have been available under the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing original Credit at the time of the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) not drawn on the original Credit and, if such drawSubstitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), and such Substitute Credit is from an issuer reasonably acceptable to Lessor.

Letter of Credit. At (a) Pursuant to the ClosingLease, Middleby shall cause to be Tenant delivered to the Landlord a that certain irrevocable standby letter of credit No. OSF99000883 in the original principal current amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially in the form of Exhibit C, attached hereto, 2,320,902 issued by Imperial Bank of America(as amended, N.A. (the “"Letter of Credit”"). The As of the Termination Date, the Letter of Credit shall secure the full and faithful performance of Tenant's obligations set forth in this Agreement. Therefore, prior to the Termination Date and as a condition precedent to the termination of the Lease on the Termination Date, Tenant shall cause the Letter of Credit to be amended as follows: (1) Paragraph 2 under "REQUIRED DOCUMENTS" set forth in the Letter of Credit shall be deleted in its entirety and replaced with the following: "BENEFICIARY'S STATEMENT PURPORTEDLY SIGNED BY AN AUTHORIZED OFFICER CERTIFYING THAT EVOLVE SOFTWARE, INC. IS IN MONETARY DEFAULT OF THAT CERTAIN LEASE TERMINATION AGREEMENT DATED AUGUST __, 2002 THAT EXISTS BETWEEN EVOLVE SOFTWARE INC. AND BEP-EXXXX TECH LLC BEYOND APPLICABLE NOTICE AND CURE PERIODS."; (2) the Letter of Credit shall be reduced to $1,620,902 as of October 15, 2002; and (3) the reduction schedule shall be amended to reflect the reduction schedule in Paragraph 4(b) below. Tenant agrees that in the event of a monetary default by Tenant hereunder beyond applicable notice and cure periods, Landlord may draw upon the Letter of Credit to the extent necessary to cure such default. Except as specifically set forth in this Agreement, the Letter of Credit shall remain unmodified and in full force and effect. Tenant shall not be deemed to be in "monetary default" under this Agreement unless Tenant fails to make a required payment hereunder and does not cure such failure within three (3) business days after written notice of such failure. Notwithstanding the foregoing, if Tenant continues to be in monetary default under this Agreement beyond applicable notice and cure periods for sixty (60) consecutive days, Landlord may draw upon the full remaining amount of the Letter of Credit may be reduced from time to time by Middleby (with the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middleby. The Letter of Credit shall be for a term of not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term of the Letter of Credit. If the term of the Letter of Credit expires prior to the date forty-five (45) days after the maturity date extent necessary to compensate Landlord for damages as set forth in Paragraph 9 of the Note, Middleby shall provide a replacement Letter of Credit not less than fifteen (15) days prior to the expiration of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawthis Agreement.

Letter of Credit. At This Article 59 amends and/or supplements the Closingprovisions of Articles 1.9, Middleby 3.1, 3.4 and 19.6 of the Lease. Upon the execution of this Lease, Tenant shall cause either (i) deposit in cash a security deposit of $218,316.00 or (ii) deliver to be delivered Landlord and shall, except as otherwise provided herein, maintain in effect at all times during the Lease Term hereof, an irrevocable, self-renewing letter of credit, in the form attached to this Lease as Exhibit “J”, in the Landlord a amount of $218,316.00 (such letter of credit in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially in the form of Exhibit C, attached hereto, issued by Bank of America, N.A. (is hereinafter referred to as the “Letter of Credit”). The amount of the Letter of Credit may shall be reduced from time issued by a banking corporation reasonably satisfactory to time by Middleby (with the written consent Landlord and having its principal place of the Landlord, which consent shall not be unreasonably withheld business or delayed) to reflect the reductions its duly licensed branch or agency in the Note balance resulting from scheduled City and unscheduled payments on the Note by MiddlebyState of New York. The Letter of Credit shall shall: (i) be clean, irrevocable, unconditional and non-negotiable, except by Landlord; (ii) be for a an initial term of not less than one (1) year; (iii) provide that Landlord shall be entitled to draw upon the Letter of Credit upon presentation of a sight draft; and (iv) provide that the Letter of Credit shall be deemed automatically renewed, shall allow without amendment, for automatic consecutive periods of one (1) year, each year extensions of during the term of this Lease, and for a ninety (90) day period thereafter unless the bank shall contain an agreement notify Landlord and Landlord’s attorneys by Bank of Americaregistered mail, N.A.return receipt requested, to notify the Landlord at least forty-five not less than thirty (4530) days prior to any election by it not to extend preceding the term then expiration date of the Letter of Credit. If , that the term of the Letter of Credit expires prior bank elects not to the date forty-five (45) days after the maturity date of the Note, Middleby shall provide a replacement Letter of Credit not less than fifteen (15) days prior to the expiration of the then current renew such Letter of Credit. In the , in which event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuingby sight draft presented to the bank, to immediately draw on receive the monies represented by the then existing Letter of Credit and to hold and apply such proceeds in accordance with the provisions hereof. In the event that Landlord uses, applies or retains any portion of the proceeds of the Letter of Credit, Tenant shall forthwith restore the amount so applied or retained in cash or by good certified check so that, at all times, subject to the provisions herein set forth, the amount of the Letter of Credit or cash security, as the case may be, shall be at least $218,316.00. In the event Tenant defaults in the respect of any of the terms, provisions, covenants and conditions of this Lease beyond applicable notice and cure periods, including but not limited to, the payment of annual Base Rent, Additional Rent and any additional charges due hereunder, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the outstanding principal balancepayment of any Base Rent, Additional Rent or other charges or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s Event of Default in respect of any of the terms, provisions, covenants, and conditions of this Lease, including, but not limited to, any damages or deficiency accrued interestbefore or after summary proceedings or other re-entry by Landlord. To insure that Landlord may utilize the security represented by the Letter of Credit in the manner, for the purposes and any other amounts due pursuant to the Noteextent provided herein, each Letter of Credit shall provide that the full amount thereof may be drawn down by Landlord upon the presentation to the issuing bank of Landlord’s draft drawn on the issuing bank accompanied by the signed memorandum of Landlord indicating in substance the basis for Landlord’s charge against the Letter of Credit. A copy of such memorandum shall be simultaneously furnished to Tenant; provided, however, that Landlord such memorandum as so presented shall not have the be absolutely binding and unconditional on said issuing bank. Landlord’s right to draw on down under said Letter of Credit shall, upon such presentation, also be absolute as against Tenant. In the event that Tenant defaults, after notice and the opportunity to cure as provided for in the Lease, with respect of any of the terms, provisions, covenants and conditions of this Lease and Landlord utilizes all or any part of the security represented by the cash security deposit or the Letter of Credit during but does not terminate this Lease as provided herein, Landlord may in addition to exercising its rights as provided herein, retain the un-applied and unused balance of the principal amount of the cash security deposit or the Letter of Credit as security for the faithful performance and observance by Tenant thereafter of the terms, provisions and conditions of this Lease and may use, apply or retain the whole or any part of said balance to the extent required for payment of Base Rent, Additional Rent or other Tenant charges, or any other sum as to which Tenant is in default or for any sum which Landlord may expend or be required to expend by reason of Tenant’s default in respect to any of the terms, covenants, and conditions of this Lease. In the event Landlord applies or retains any portion or all of the security delivered hereunder, Tenant shall not only forthwith restore the amount so applied or retained so that at all times the amount deposited shall not be less than the security required by the first year paragraph hereof or such adjusted amount as may be set forth hereinafter, but shall also immediately deposit with Landlord one (1) additional month of security based upon the monthly installment of Base Rent then payable to Landlord. Except as otherwise provided for herein, in the event that Tenant shall fully and faithfully comply with all of the term terms, provisions, covenants and conditions of this Lease, the security shall be promptly returned to Tenant after the Expiration Date and upon delivery of entire possession of the NotePremises to Landlord as required under this Lease. In the event of an assignment of this Lease or other transfer by Landlord, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw transfer any interest it may have in the security to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such security, provided such assignee assumes any responsibilities of Landlord with respect to such security, and Tenant agrees to look solely to the new Landlord for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. If at any time the issuer bank shall fail to honor the sight draft of Landlord (or its successor-in-interest) on demand, or the issuer fails to remain a member of the New York Clearing House Association or its assets shall become less that $500 million, Landlord may demand of Tenant that Tenant replace such Letter of Credit with its cash equivalent or with a Letter of Credit from a commercial bank reasonably acceptable to Landlord, at Landlord’s option, and Tenant shall replace same within ten (10) business days thereafter. Time is of the essence with respect to all the dates and time period herein within which Tenant and any issuer of a Letter of Credit may pay and/or perform. In the event Landlord improperly draws on the Letter of Credit for an event of default Credit, then upon it being determined that has occurred such draw down was improper, Landlord shall immediately pay Tenant the amount improperly drawn. Notwithstanding anything to the contrary contained in this Lease, and is continuing during the first year of the term of the Note provided that (ia) this Lease is in full force and effect and Tenant shall not have been in an Event of Default of this Lease and (b) Tenant shall have made all payments of Base Rent and Additional Rent payable under this Lease in a timely manner, then Tenant may provide to Landlord (and Landlord shall promptly thereafter execute and deliver to Tenant, if necessary) such instruments and authorizations, as may be reasonably required by the issuer of the Letter of Credit to reduce the face amount thereof by $54,579.00 to $163,737.00 as of the thirty-seventh (37th) month of the Lease Term. Notwithstanding anything to the contrary contained in this Lease, and provided that (a) this Lease is in full force and effect and Tenant shall not have been in an Event of Default of this Lease, (b) Tenant shall have made all payments of Base Rent and Additional Rent payable under this Lease in a timely manner and (c) the draw occurs after the first year amount of the term Letter of Credit has been reduced pursuant to the preceding paragraph, then Tenant may provide to Landlord (and Landlord shall promptly thereafter execute and deliver to Tenant, if necessary) such instruments and authorizations, as may be reasonably required by the issuer of the Note Letter of Credit to reduce the face amount thereof by an additional $54,579.00 to $109,158.00 as of the sixty-first (61st) month of the Lease Term. For purposes of this Article 59, payments of Base Rent and Additional Rent shall not be deemed to have been made in a timely manner if such payments are made more than five (ii5) days after such event of default is continuing at the time of such drawpayments become due and payable more than once in any twelve (12) month period.

Letter of Credit. At Tenant's election, in lieu of paying the ClosingSecurity Deposit or the Removal Deposit in cash, Middleby shall cause Tenant may, on or before the date on which the Security Deposit or Removal Deposit is due, deliver to be delivered to the Landlord a an irrevocable, unconditional letter of credit running in favor of Landlord's beneficiary issued by a bank satisfactory to Landlord in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially in the form of Exhibit C, attached hereto, issued by Bank of America, N.A. (the “Letter of Credit”). The amount of the Letter of Credit may be reduced from time to time by Middleby (with the written consent of the LandlordSecurity Deposit or Removal Deposit, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middlebyas applicable. The Letter letter of Credit credit shall be irrevocable for a term of not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five provide that it is automatically renewable for one (451) days prior to any election by it year periods ending not to extend the term of the Letter of Credit. If the term of the Letter of Credit expires prior to the date forty-five earlier than sixty (4560) days after the maturity date expiration of the Note, Middleby Term without any action whatsoever on the part of Landlord; provided that the issuing bank shall provide a replacement Letter have the right not to renew said letter of Credit credit on written notice to Landlord not less than fifteen sixty (1560) days prior to the expiration of the then current Letter term thereof (it being understood, however, that the privilege of Creditthe issuing bank not to renew said letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such irrevocable letter of credit with Landlord through the date which is sixty (60) days after the date of such notice). In the event the issuing bank elects not to renew the letter of credit, Tenant shall either provide Landlord with a substitute letter of credit which meets all of the occurrence and continuation of any event of default by Middleby under criteria contained herein or deposit the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year amount of the term Security Deposit with Landlord in cash. The form and terms of the Noteletter of credit shall be acceptable to Landlord in all respects and shall provide, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such draw.among other things, in effect that:

Letter of Credit. At the First Closing, Middleby Seller shall cause provide to be delivered to the Landlord a Buyer an irrevocable letter of credit in a form acceptable to Buyer, from a nationally recognized financial institution reasonably acceptable to Buyer, in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially in the form of Exhibit C, attached hereto, issued by Bank of America, N.A. 430,000 (the “"Letter of Credit”). The amount of the Letter of Credit may be reduced from time to time by Middleby (with the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed") to reflect the reductions reimburse Buyer for any Damages (hereinafter defined) incurred by Buyer as set forth in the Note balance resulting from scheduled and unscheduled payments on the Note by MiddlebyArticle IX hereof. The Letter of Credit shall be effective as of the First Closing Date and be continuously in effect for a term period of not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five forty (4540) days prior after the Second Closing Date, and permit Buyer to any election unilaterally withdraw sums for Damages incurred by it Buyer and which are indemnified pursuant to Article IX of this Agreement, by presenting the original Letter of Credit to the issuing bank accompanied by a letter signed by a representative of Buyer which states "The undersigned are entitled to draw upon this letter of credit pursuant to that certain agreement dated March ____, 1998 by and among Packaged Ice Southeast, Inc., S. Keitx Xxxxx xxx Annix Xxx Xxxxx (xxe "Asset Purchase Agreement")." If the Second Closing has not occurred by April 15, 1998, Seller agrees to extend renew or replace the Letter of Credit for a like term by March 22, 1999, and if Seller has not provided such renewal or replacement Letter of Credit by March 22, 1999, Buyer is entitled to draw the entire amount of the Letter of Credit. If the term of the Letter of Credit expires prior to the date forty-five (45) days after the maturity date of the Noteany Damages which are indemnifiable by Seller have not been paid or are not finally determined at May 14, Middleby 1999, then Seller shall provide cause a renewal or replacement Letter of Credit not less than fifteen to be delivered to Buyer ten (1510) days prior to the expiration of the then current Letter of Credit, which will entitle Buyer to draw upon the issuing bank until ten (10) days after such dispute is finally determined. In If such replacement letter is not provided by the event ten (10) day period before the expiration of the occurrence and continuation then current Letter of any event Credit, then Buyer shall be entitled to draw the entire amount of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such draw.

Letter of Credit. At the Closing, Middleby (a) Tenant shall cause to be delivered to the Landlord a an irrevocable, transferable letter of credit in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)]credit, substantially in the form of Exhibit C, F attached hereto, issued by Bank of America, N.A. hereto (the “"Letter of Credit”"), to be issued and outstanding in favor of Landlord, at all times from the date hereof until sixty (60) days after the expiration or earlier termination of this Lease. The Each Letter of Credit shall (i) be issued by a domestic United States financial institution with a credit rating of at least A1 by Moodx'x Xxxestors Service, Inc. (or upon modification or replacement of such financial rating system, its then equivalent rating) (the "Required Credit Rating") and otherwise acceptable to Landlord (the "Letter of Credit Provider"), (ii) have an expiration date of not earlier than one calendar year following the date of issue, (iii) at all times be in an available amount (the "Required Letter of Credit Amount") of not less than nine (9) months of Base Rent, which as of the date hereof is $240,131.25, and (iv) provide that during the Term it shall be automatically extended for an additional period of one year from the scheduled expiration date unless at least thirty (30) days prior to such date Landlord receives from the Letter of Credit may be reduced from time to time by Middleby (with the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions Provider thereof notice in the Note balance resulting from scheduled and unscheduled payments on the Note by Middleby. The writing that such Letter of Credit shall be for a term of not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it Provider elects not to extend the term of the renew such Letter of CreditCredit for such additional period. If the term of the Letter of Credit expires prior Provider elects not to the date forty-five (45) days after the maturity date of the Note, Middleby shall provide a replacement renew such Letter of Credit not less than for such additional period, then Tenant shall cause a new Letter of Credit to be issued in replacement thereof from a Letter of Credit Provider at least fifteen (15) days prior to the expiration date of the then current existing Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord Tenant shall not have the right to draw on the permit an existing Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the expire until such new Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawbeen issued.

Letter of Credit. At the Closing, Middleby shall cause to be delivered Notwithstanding anything to the Landlord contrary set forth at ---------------- Paragraph 75 of the Lease Addendum, prior to the Commencement Date of the Lease, Lessee shall deliver to Lessor, as additional security for Lessee's obligations under the Lease, including without limitation Lessee's obligation to pay to Lesson the additional rent set forth at paragraph 2, above, a letter of credit (the "Letter of Credit"), from a financial institution and in a form reasonably satisfactory to Lessor, in the original principal amount of Two Million$425,000. The Letter of Credit shall be in full force and effect for the entire Lease Term; provided, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)]however, substantially in the form event that Lessee is not at the time in material breach of Exhibit Cits Lease obligations, attached heretowhich breach is uncured and ongoing, issued by Bank of America, N.A. (the “Letter of Credit”). The principal amount of the Letter of Credit may be reduced from time to time by Middleby (with $325,000 after the written consent expiration of the Landlordfirst three (3) years of the Lease Term, and to $225,000 after the first four (4) years of the Lease Term, after which consent time the Letter of Credit shall not be unreasonably withheld or delayed) to reflect remain at $225,000 for the reductions in remainder of the Note balance resulting from scheduled and unscheduled payments on the Note by MiddlebyLease Term. The Letter of Credit shall be for a term of not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., provide that Lessor may from time to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term of the Letter of Credit. If the term of time draw upon the Letter of Credit expires prior by written demand to the date forty-five (45) days after the maturity date issuer thereof, executed by an officer of Lessor, stating that Lessee is in breach of the NoteLease and identifying the amount to be drawn thereon in order to compensate Lessor for damages it has sustained as a result of said breach. In the event Lessor shall at any time sell or otherwise transfer the Premises, Middleby Lessee shall provide be obligated to obtain a replacement Letter of Credit in the name of the transferee within thirty (30) days written demand therefor by Lessor. Lessee acknowledges and agrees that Lessor shall have the right to draw upon said letter of credit in full in the event Lessee has not less than fifteen provided to Lessor a substitute Letter of Credit in the form required hereby at least thirty (1530) days prior to the expiration of the then current then-effective Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such draw.

Letter of Credit. At the ClosingLandlord requires that Tenant tender an unconditional, Middleby shall cause to be delivered to the Landlord a irrevocable letter of credit in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially in the a form of Exhibit C, attached hereto, and issued by Bank of America, N.A. a bank and in a form acceptable to Landlord (the “Letter of Credit”)) upon Tenant’s execution of this Lease. The amount of the Letter of Credit may shall be reduced from time to time that amount set forth in Article I. The Letter of Credit shall be held by Middleby (Landlord during the Term in accordance with the written consent provisions of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middlebythis Section 31.1. The Letter of Credit shall be irrevocable for a term of not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five provide that it is automatically renewable for one (451) days prior to any election by it year periods ending not to extend the term of the Letter of Credit. If the term of the Letter of Credit expires prior to the date forty-five earlier than sixty (4560) days after the maturity date expiration of the Note, Middleby Term without any action whatsoever on the part of Landlord; provided that the issuing bank shall provide a replacement have the right not to renew said Letter of Credit on written notice to Landlord not less than fifteen sixty (1560) days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of CreditCredit shall not, in any event, diminish the obligation of Tenant to maintain such irrevocable Letter of Credit with Landlord through the date which is sixty (60) days after the date of such notice). In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if issuing bank elects not to renew the Letter of Credit is Credit, Tenant shall, not renewed at least fifteen less than thirty (1530) days prior to any date the expiration of terminationthe then current term of the Letter of Credit, either provide Landlord with a substitute letter of credit which meets all of the criteria contained herein. In the event that Tenant fails to do so, it shall be an Event of Default and Landlord shall have the rightmay immediately, if any such event of default is continuingand without notice to Tenant, to immediately draw on the Letter of Credit for and retain the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Creditproceeds thereof. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such draw.​

Letter of Credit. At As additional security for the Closing, Middleby shall cause performance of every provision of this Sublease to be delivered to performed by Sublessee, Sublessee shall deposit with Sublessor on or before the Landlord a Commencement Date, an unconditional, irrevocable sight draft letter of credit in the original principal amount of Two Million, One Hundred Twenty Five Fifty Thousand Dollars ($2,125,000.00)]250,000.00) (as may be amended, substantially in the form of Exhibit Cextended or replaced, attached hereto, issued by Bank of America, N.A. (the “"Letter of Credit”"). The amount of the Letter of Credit may be reduced from time , in form and content reasonably acceptable to time by Middleby Sublessor (with the written consent of the Landlordincluding, which consent shall but not limited to, a provision that any termination or cancellation thereof not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middleby. The Letter of Credit shall be for a term of not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord effective until at least forty-five ten (45) days prior to any election by it not to extend the term of the Letter of Credit. If the term of the Letter of Credit expires prior to the date forty-five (4510) days after the maturity date delivery of the Notewritten notice to Sublessor of such termination or cancellation) and drawn on a commercial lender reasonably acceptable to Sublessor, Middleby shall provide having a replacement Letter of Credit not less than fifteen (15) days prior term equal to, or being automatically renewable to, January 14, 2003, subject to the expiration second paragraph of the then current Letter this section. Upon any default beyond applicable notice and cure periods ("Event of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15Default") days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; providedterms of this Sublease, howeverwithout waiver of any rights that Sublessor may have under this Sublease or at law or in equity as a result of an Event of Default, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord Sublessor shall have the right to draw upon the Letter of Credit, in whole or in part, either prior to, concurrently with or after Sublessor's application of all or any portion of the Security Deposit, for payment of any sums as provided in this section with respect to application of the Security Deposit. If all or any portion of the Letter of Credit is drawn upon by Sublessor hereunder, Sublessee shall, within ten (10) days after written demand therefore, restore the Letter of Credit to its original amount, or if drawn upon in full, deliver to Sublessor a replacement Letter of Credit, and Sublessee's failure to do so shall constitute an Event of Default under this Sublease. In addition, the failure at any time by Sublessee to keep the Letter of Credit in full force and effect as required hereunder shall constitute an Event of Default under this Sublease. In the event that the Letter of Credit has an expiration date that is prior to January 14, 2003, and does not provide for automatic renewals through and including January 14, 2003, then, no later than thirty (30) days prior to each scheduled expiration date of the Letter of Credit, Sublessee shall cause the Letter of Credit to be either extended for a period of at least one (1) year or replaced to the reasonable satisfaction of Sublessor, such that the Letter of Credit shall remain in full force and effect and drawable by Sublessor through and including January 14 2003. If Sublessor has not received any such extension or replacement on or before the date that is thirty (30) days prior to the then scheduled expiration date of the Letter of Credit, Sublessor shall be entitled to draw down on the Letter of Credit for an event in full, and the funds so drawn by Sublessor shall be added to the Security Deposit then held by Sublessor under this Sublease and shall thereafter be held by Sublessor as part of default that has occurred such Security Deposit, subject to and is continuing during in accordance with the first year terms of this Section 6. Notwithstanding anything contained in this Sublease to the contrary, if Sublessor draws on the Letter of Credit, then Sublessee shall have the right, upon ten (10) days' prior written notice to Sublessor, to obtain a refund from Sublessor of any unapplied proceeds of the term Letter of Credit which Sublessor has drawn upon, any such refund being conditioned upon Sublessee simultaneously delivering to Sublessor a new replacement Letter of Credit in the amount then required, and otherwise meeting the requirements contained in this Section. In the event Sublessee has not provided Sublessor with written notice of its election to obtain a refund of any unapplied proceeds of the Note provided that Letter of Credit within ten (i10) days of the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawfunds by Sublessor, Sublessee shall have waived its right to obtain a refund of such funds.

Letter of Credit. At the Closing, Middleby shall cause to be delivered As a condition to the Landlord a letter entry into this Agreement, Assignee is simultaneously causing the delivery to Lessor of credit an original, unconditional and irrevocable Letter of Credit, in form and content satisfactory to Lessor, in its sole discretion (the original principal amount "Letter of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00Credit")], substantially in the form of Exhibit C, attached hereto, issued by Bank NationsBank of AmericaFlorida, N.A. (the “"Bank") in the original amount of $300,000, which shall serve as security for the performance of Assignee's obligations under the Lease. In the event of any default by Assignee under the Lease beyond any applicable grace or cure period, Lessor, without further notice to or demand upon Assignee, shall have the right to draw upon all or any portion of the funds evidenced by the Letter of Credit”)Credit in amounts representing all or any portion of amounts then owing to Lessor under the Lease. The In the event that (i) Lessor receives written notice from the Bank that the Letter of Credit shall not be renewed in the full amount thereof, (ii) there is for any other reason less than 30 days remaining prior to the then expiration date of the Letter of Credit or (iii) Lessor, in its reasonable judgment, determines that the financial ability of the Bank to fund under the Letter of Credit is in question, then, and in any of such events, Lessor shall have the right to draw down the full amount of the Letter of Credit may be reduced from time to time and hold the proceeds thereof as a cash security deposit by Middleby (Assignee under the Lease, with the written consent same rights to draw down upon the same as were previously enjoyed with respect to the Letter of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by MiddlebyCredit itself. The Letter of Credit Credit, or such cash security deposit, or such portions of either as may then be remaining, shall be for a term of not less than one (1) year, shall allow for automatic one year extensions returned to Assignee only upon the expiration or earlier termination of the term and shall contain an agreement by Bank of AmericaLease, N.A., but then only after all amounts which are owing or which could become owing to notify Lessor under the Landlord at least forty-five (45) days prior Lease have been fully paid therefrom to any election by it not to extend Lessor. Wherever the term of the "Letter of Credit. If " is used above, it shall be deemed to refer to the term of the original Letter of Credit expires prior to delivered simultaneously with the date forty-five execution of this Agreement and each substitute thereof (45) days whether substitution occurs on account of renewals, reductions after the maturity date of the Note, Middleby shall provide a replacement Letter of Credit not less than fifteen (15) days prior to the expiration of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, draws have been made or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawotherwise).

Letter of Credit. At A. Tenant acknowledges that Landlord is unwilling to execute the ClosingLease unless Tenant provides Landlord with additional security for Tenant's obligations under the Lease. Therefore, Middleby Tenant shall, subject to Subparagraph F of this Paragraph 1, deliver to Landlord, on the date that Tenant executes and delivers the Lease to Landlord, an Irrevocable Standby Letter of Credit ("Letter of Credit") which shall cause to be delivered to the Landlord a letter of credit in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially 1) in the form of attached hereto as Exhibit C6, attached hereto, (2) issued by Bank of Americaa bank or other institutional lender reasonably acceptable to Landlord, N.A. (the “Letter of Credit”). The 3) in an amount of the equal to One Hundred Thirty-Nine Thousand Twenty- Eight and 16/100 ($139,028.16) Dollars ("Letter of Credit may be reduced from time to time by Middleby Amount") and (with the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed4) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middleby. The Letter of Credit shall be for a term of not less than one (1) year, shall allow for automatic one year extensions of subject to extension in accordance with the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term terms of the Letter of Credit. If the term of the Letter of Credit expires prior to Tenant shall, on or before the date forty-five thirty (45) days after the maturity date of the Note, Middleby shall provide a replacement Letter of Credit not less than fifteen (1530) days prior to the expiration of the then current term of such Letter of Credit. In , deliver to Landlord a new Letter of Credit satisfying the event foregoing conditions ("Substitute Letter of the occurrence and continuation Credit") in lieu of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen then being held by Landlord. Such Letter of Credit shall be automatically renewable in accordance with the second to last grammatical paragraph of Exhibit 6; provided that, in such event, Tenant shall be required to deliver a Substitute Letter of Credit satisfying the conditions hereof, on or before the date thirty (1530) days prior to any date the expiration of termination, the Landlord shall have the rightterm of such Letter of Credit, if any the issuer of such event Letter of default is continuing, Credit gives notice of its election not to immediately draw on the renew such Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due additional period pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawthereto.

Letter of Credit. At the Closing, Middleby Buyer shall cause Bank (as defined below) to be delivered deliver to the Landlord Seller, prior to Transfer of Possession, a standby letter of credit in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially in the form of Exhibit C, attached hereto, issued by Bank of America, N.A. naming Seller as beneficiary (the “Letter of Credit”). The amount of the Letter of Credit may be reduced from time to time by Middleby () that complies in all respects with the written consent requirements of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions this Section 6.11 in the same amount as the Promissory Note balance resulting from scheduled and unscheduled payments on (the Note by Middleby“LOC Amount”). The Letter of Credit shall (a) be issued by Bank; (b) in form and substance approved by Seller (in substantially the form attached hereto as Exhibit I); (c) be irrevocable, unconditional and payable upon demand; (d) be maintained in effect until September 30, 2023 (“LOC Expiration Date”); (e) contain a provision that provides that, in the event that the Maturity Date under the Promissory Date is extended or delayed for a term any reason, the Letter of not Credit shall be automatically extended to no less than one sixty (160) yeardays following such extended or delayed Maturity Date ; (f) be fully assignable by Seller, shall allow for automatic one year extensions its successors and assigns; (g) permit partial draws and multiple presentations and drawings; and in the event of default, Seller is entitled to draw balance of the term LOC Amount. Subject to Seller’s confirmation (which shall not be unreasonably withheld) that Buyer has partially fulfilled its obligation to make installment payments pursuant to the Promissory Note, Bank may, by issuance of amended Letter of Credit to Seller, reduce the LOC Amount accordingly following Bank’s standard procedures, provided, however, that at no time shall the LOC Amount be reduced below an amount equal to the outstanding unpaid principal and interest balance under the Promissory Note. Buyer shall contain an agreement by Bank of Americapay all expenses, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term of points and/or fees incurred in obtaining the Letter of Credit. If the The term of the Letter of Credit expires prior to the date forty-five (45) days after the maturity date of the Note“Bank” shall mean JPMORGAN CHASE BANK, Middleby shall provide a replacement Letter of Credit not less than fifteen (15) days prior to the expiration of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such draw.N.A.

Letter of Credit. At A. The cash security deposit in the Closingamount of the required Security Deposit which is initially $350,000, Middleby as set forth in Section 1.G of this Lease, shall cause to be delivered to by Tenant to Landlord contemporaneously with Tenant’s execution and delivery of this Lease. On or before the date which is 45 days after this Lease is fully executed by Landlord a and Tenant, Tenant will deliver to Landlord an irrevocable letter of credit payable in Somerset, New Jersey issued for the benefit of the Landlord by a bank at all times having a C rating or better in Fitch’s, and otherwise satisfactory to Landlord, in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially in the form of Exhibit C, attached hereto, issued by Bank of America, N.A. (the “Letter of Credit”). The amount of the Letter required Security Deposit as set forth in Section 1.G of Credit may this Lease. The letter of credit will be reduced from time to time by Middleby (with irrevocable for the written consent term thereof and will provide that it is automatically renewable for a period ending not earlier than 60 days after the expiration of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments Lease Term without any action whatsoever on the Note by Middlebypart of Landlord. The Letter However, the issuing bank will have the right not to renew said letter of Credit shall be for a term of credit on written notice to Landlord given not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) 30 days prior to any election by it not to extend the term of the Letter of Credit. If the term of the Letter of Credit expires prior to the date forty-five (45) days after the maturity date of the Note, Middleby shall provide a replacement Letter of Credit not less than fifteen (15) days prior to before the expiration of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen term thereof (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; providedit being understood, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year privilege of the term issuing bank not to renew said letter of credit will not, in any event, diminish the obligation of Tenant to maintain such irrevocable letter of credit with Landlord through the date which is thirty (30) days after the expiration of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of CreditLease Term). Landlord shall have Tenant must be the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year applicant of the term letter of credit. Upon receipt of a letter of credit from Tenant in conformance with the terms of Section 36.8, the balance of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawcash Security Deposit shall be returned by Landlord to Tenant.

Letter of Credit. At the Closing, Middleby shall cause to be delivered Notwithstanding anything herein to the Landlord contrary, upon execution of this Lease, Lessee shall deliver to Lessor the Security Deposit hereunder in the form of cash or a letter of credit in the original principal face amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially set forth in the form Basic Lease Information, provided that any Letter of Exhibit CCredit shall be in accordance with the following: (a) the Letter of Credit (i) shall be an irrevocable, attached heretostandby letter of credit due on sight without further conditions (provided that, as between Lessor and Lessee, Lessor shall draw on such Letter of Credit only to the extent it is permitted to apply the Security Deposit as provided in Section 5.1), and (ii) shall be issued by Bank of Americaa reputable financial institution reasonably acceptable to Lessor, N.A. (b) if the “Letter of Credit”). The amount expiration date of the Letter of Credit may be reduced from time to time by Middleby (with the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middleby. The Letter of Credit shall be for a term of not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term of the Letter of Credit. If the term of the Letter of Credit expires occurs prior to the date forty-five (45) days after the maturity date end of the NoteLease Term, Middleby shall then Lessee must provide Lessor with a replacement Letter letter of Credit not less than credit (that complies with this Section) at least fifteen (15) business days prior to the expiration of the then current Letter of Credit. In Credit then on deposit with Lessor (failing which Lessor shall be entitled to draw on the event full amount of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior currently on deposit and convert it to any date of terminationcash and hold and apply the same as the Security Deposit pursuant to Section 5.1, the Landlord except that Lessee shall have the right, if any be entitled thereafter to replace such event of default is continuing, to immediately draw on the cash Security Deposit with a Letter of Credit for the outstanding principal balance, any accrued interestthat complies with this Section 5.3), and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the (c) upon receipt of such Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a (or any replacement Letter of Credit) that complies with this Section, Lessor shall refund Lessee any cash Security Deposit (or other letter of credit) theretofore posted by Lessee hereunder that has not been applied by Lessor as permitted in Section 5.1. Landlord shall have the right to draw on the If Lessee initially deposits cash as a Security Deposit hereunder, then at any time thereafter when Lessee is not in default under this Lease beyond applicable cure periods, Lessee may replace said cash deposit with a Letter of Credit for an event that satisfies the requirements of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawthis Section.

Letter of Credit. At the Closing, Middleby shall cause The Reinsurer agrees to be delivered apply for and secure timely delivery to the Landlord Company of a letter clean, irrevocable and unconditional Letter of credit Credit containing language substantially similar to the language contained in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars Schedule D hereto ($2,125,000.00)], substantially in the form of Exhibit C, attached hereto, with any changes to such language as may be required to obtain regulatory approval) issued by Bank of Americaa bank acceptable to the Company, N.A. (and containing provisions acceptable to the “insurance regulatory authorities having jurisdiction over the Company. Such Letter of Credit”). The amount Credit shall be issued for a period of not less than one year, and shall be automatically extended for one year from its date of expiration or any future expiration date unless sixty (60) days prior to any expiration date the issuing bank shall notify the Company by registered mail that the issuing bank elects not to consider the Letter of Credit may be reduced from time extended for any additional period, in which case Reinsurer shall deliver to time the Company not less than 10 days prior to such expiration date an equivalent Letter of Credit issued by Middleby (a bank acceptable to the Company and the insurance regulatory authorities having jurisdiction over the Company. The Reinsurer shall pay for all costs, fees and expenses associated with the written consent procurement and maintenance of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middlebysuch Letter of Credit. The Letter of Credit shall be for a term of not less than one (1) year, shall allow for automatic one year extensions in an amount at least equal to 102% of the term Reinsurer's Coinsurance reserve. At inception and at the end of each quarterly reporting period the Company shall contain an agreement by Bank prepare a specific statement of America, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it not to extend Reinsurer's Coinsurance reserve for the term sole purpose of amending the Letter of Credit. If Within thirty (30) days after receipt of such a statement, the term Reinsurer shall secure delivery to the Company of an amendment to the Letter of Credit expires prior to the date forty-five (45) days after the maturity date amount equal to at least 102% of the Note, Middleby shall provide a replacement Reinsurer's Coinsurance reserve. Such Letter of Credit not less than fifteen (15) days prior may be drawn upon at any time, notwithstanding any other provisions of this Agreement, but only to be utilized by the expiration of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, Company or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit its successors in interest for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such draw.following purposes:

Letter of Credit. At the Closing, Middleby (a) Tenant shall cause to be delivered to the Landlord a an irrevocable, transferable letter of credit in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)]credit, substantially in the form of Exhibit C, F attached hereto, issued by Bank of America, N.A. hereto (the “"Letter of Credit”"), to be issued and outstanding in favor of Landlord, at all times from the date hereof until sixty (60) days after the expiration or earlier termination of this Lease. The Each Letter of Credit shall (i) be issued by a domestic United States financial institution with a credit rating of at least A1 by Moody's Investors Service, Inc. (or upon modification or replacement xx xxxh financial rating system, its then equivalent rating) (the "Required Credit Rating") and otherwise acceptable to Landlord (the "Letter of Credit Provider"), (ii) have an expiration date of not earlier than one calendar year following the date of issue, (iii) at all times be in an available amount (the "Required Letter of Credit Amount") of not less than nine (9) months of Base Rent, which as of the date hereof is $240,131.25, and (iv) provide that during the Term it shall be automatically extended for an additional period of one year from the scheduled expiration date unless at least thirty (30) days prior to such date Landlord receives from the Letter of Credit may be reduced from time to time by Middleby (with the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions Provider thereof notice in the Note balance resulting from scheduled and unscheduled payments on the Note by Middleby. The writing that such Letter of Credit shall be for a term of not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it Provider elects not to extend the term of the renew such Letter of CreditCredit for such additional period. If the term of the Letter of Credit expires prior Provider elects not to the date forty-five (45) days after the maturity date of the Note, Middleby shall provide a replacement renew such Letter of Credit not less than for such additional period, then Tenant shall cause a new Letter of Credit to be issued in replacement thereof from a Letter of Credit Provider at least fifteen (15) days prior to the expiration date of the then current existing Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord Tenant shall not have the right to draw on the permit an existing Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the expire until such new Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawbeen issued.

Letter of Credit. At Prior to execution of this Amendment to Sublease, Sublessee shall deliver to Sublessor an irrevocable Letter of Credit in the Closingamount of four million dollars ($4,000,000) acceptable to Sublessor, Middleby in its sole discretion. Annually, on the first day of March (commencing March 1, 2003) and provided that Sublessee is not then in breach of the Sublease and has not been in breach of the Sublease over the past year, the Letter of Credit shall be reduced as follows: on March 1, 2003 to $2,800,000; on March 1, 2004 to $1,300,000. Such Letter of Credit shall remain in force until at least thirty (30) days after the expiration of the term of this Sublease. The term “Letter of Credit” shall include any replacement or renewal Letter of Credit. Upon issuance of the Letter of Credit to Sublessor, Sublessor may draw against the Letter of Credit if (a) Sublessee is in default of any term, provision, covenant or condition of this sublease, provided that Sublessor has given written notice to Sublessee under the terms of this sublease and the applicable period of cure (if any) under this sublease for such default has expired and the default of Sublessee has not been cured or (b) Sublessee shall fail to deliver or cause to be delivered to the Landlord a letter of credit in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially in the form of Exhibit C, attached hereto, issued by Bank of America, N.A. (the “Sublessor any renewal or replacement Letter of Credit”). The amount Credit required under this Paragraph 5 not later than thirty (30) days prior to the date of expiration of the Letter of Credit may be reduced from time to time then held by Middleby (with the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middleby. The Letter of Credit shall be for a term of not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term of the Letter of Credit. If the term of the Letter of Credit expires prior to the date forty-five (45) days after the maturity date of the Note, Middleby shall provide a replacement Letter of Credit not less than fifteen (15) days prior to the expiration of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawSublessor.

Letter of Credit. At In lieu of the Closingrequirement that all Excess Cash Flow be paid to Lender as provided in Section 3.5.1, Middleby shall cause to be delivered to Borrower may deposit with Lender on October 15, 2010, as additional security for the Landlord a repayment of the Loan, an unconditional, irrevocable letter of credit in the original principal with a face available amount of Two Million$1,500,000.00 issued for the benefit of Lender by a Rated Financial Institution, One Hundred Twenty Five Thousand Dollars in form and substance satisfactory to Lender, in Lender’s sole discretion, and having an expiration date not earlier than one year following its issuance date ($2,125,000.00)]as such letter of credit, substantially in the form of Exhibit Cmay be renewed, attached heretoextended, issued by Bank of Americaor replaced, N.A. (the “Letter of Credit”). The amount of the Letter of Credit may be reduced from time to time by Middleby (with the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middleby. The Letter of Credit shall be provide that it shall renew automatically for a term consecutive terms of not less than one (1) yearyear each, shall allow for automatic one year extensions of unless the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) issuer thereof provides Lender with written notice not less than 90 days prior expiry date that the Letter of Credit will not be renewed. If such notice is provided to any election by it not Lender, then Borrower shall, prior to extend the term 30th day before the expiry date of the Letter of Credit. If the term of the Letter of Credit expires prior , deliver to the date forty-five (45) days after the maturity date of the Note, Middleby shall provide Lender a replacement Letter of Credit not less satisfying the terms of this Section. Lender is authorized to draw under the Letter of Credit: (i) upon of after an Event of Default, (ii) if fewer than fifteen (15) 30 days remain prior to the expiration of expiry thereof and the then current same has not been renewed or replaced with cash or an new Letter of Credit, in each case conforming to the requirements of this Section 3.5, or (iii) at Borrower’s request. In the event of the occurrence and continuation of any event of default connection with a written request by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right Borrower to draw on the Letter of Credit during the first year of the term of the NoteCredit, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord Lender shall have the right to draw on against the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that within fifteen (i15) the draw occurs days after the first year delivery by Borrower to Lender of a request therefor (but not more often than once per month and in increments of at least $5,000, provided the term Letter of Credit permits partial draws thereunder) and deposit the Note same into the Rollover Reserve Subaccount to be disbursed to pay Approved Leasing Expenses for the T-Mobile Property in accordance with the terms and (ii) such event conditions of default is continuing at the time of such drawSection 3.5.1.

Letter of Credit. At the ClosingLandlord requires that Tenant tender an unconditional, Middleby shall cause to be delivered to the Landlord a irrevocable letter of credit in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially a form and issued by a bank and in the form of attached hereto as Exhibit C, "G" attached hereto, issued by Bank of America, N.A. hereto (the “"Letter of Credit”)") upon Tenant's execution of this Lease. The amount of the Letter of Credit may shall be reduced from time to time that amount set forth in Article I. The Letter of Credit shall be held by Middleby (Landlord during the Term in accordance with the written consent provisions of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middlebythis Section 31.1. The Letter of Credit shall be irrevocable for a term of not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five provide that it is automatically renewable for one (451) days prior to any election by it year periods ending not to extend the term of the Letter of Credit. If the term of the Letter of Credit expires prior to the date forty-five earlier than sixty (4560) days after the maturity date expiration of the Note, Middleby Term without any action whatsoever on the part of Landlord; provided that the issuing bank shall provide a replacement have the right not to renew said Letter of Credit on written notice to Landlord not less than fifteen sixty (1560) days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of CreditCredit shall not, in any event, diminish the obligation of Tenant to maintain such irrevocable Letter of Credit with Landlord through the date which is sixty (60) days after the date of such notice). In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if issuing bank elects not to renew the Letter of Credit is Credit, Tenant shall, not renewed at least fifteen less than thirty (1530) days prior to any date the expiration of terminationthe then current term of the Letter of Credit, either provide Landlord with a substitute letter of credit which meets all of the criteria contained herein. In the event that Tenant fails to do so, it shall be an Event of Default and Landlord shall have the rightmay immediately, if any such event of default is continuingand without notice to Tenant, to immediately draw on the Letter of Credit for and retain the outstanding principal balance, any accrued interest, and any other amounts due pursuant to proceeds thereof. In the Note; provided, however, event that Landlord shall not have the right to draw on draws upon the Letter of Credit during the first year after an Event of the term Default arising out of the Note, except for a default based on Middleby’s failure to provide a renewed or replacement Letter letter of Creditcredit as set forth herein, such Event of Default shall not be cured by such draw, nor shall such Event of Default be otherwise curable without the explicit prior written consent of the Landlord. Landlord does not have, and shall have not have, any obligation to provide such consent. In addition, in the right to event of a bankruptcy or insolvency proceeding by or against Tenant, Landlord may draw on the full amount available under the Letter of Credit for an event of default that has occurred application against rent payments or other amounts then due and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note owing to Landlord or which may become due and (ii) such event of default is continuing at the time of such drawowing to Landlord. Section 31.2. [Intentionally deleted.]

Letter of Credit. At Until completion of all the Closing, Middleby shall cause Facilities to be delivered to constructed in accordance with the Landlord a Master Funding and Development Agreement, all letter of credit requirements shall be addressed in the original principal amount applicable Project Development Agreements. Upon completion of Two Millionthe last Facility to be constructed in accordance with the Master Funding and Development Agreement and as security for the Letter of Credit Obligations, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)]Guarantor or, substantially in the form at Guarantor’s option, Lessee shall obtain and deliver to Lessor an irrevocable letter of Exhibit C, attached hereto, issued by Bank of America, N.A. credit at a financial institution reasonably acceptable to Lessor naming Lessor as beneficiary thereunder (the “Letter of Credit”), which Letter of Credit shall be upon such other terms, conditions and provisions acceptable to Lessor (including, without limitation, an “evergreen” provision requiring no less than sixty (60) days’ prior written notice to Lessor of any failure or refusal to renew such Letter of Credit). Subject to the proviso below, the Letter of Credit shall be in the amount of Fifty Percent (50%) of one (1) year’s Base Rent relating to all completed Facilities. The amount Letter of Credit or any replacement letter of credit shall provide that Lessor shall be entitled to draw upon such Letter of Credit upon the occurrence of an Event of Default. In the event Lessor receives a notice of termination or nonrenewal of the Letter of Credit may be reduced from time to time by Middleby (with the written consent or any replacement letter of the Landlordcredit, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middleby. The Letter of Credit shall be for a term of not less than one (1) yearGuarantor or, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of Americaat Guarantor’s option, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term of the Letter of Credit. If the term of the Letter of Credit expires prior to the date forty-five (45) days after the maturity date of the Note, Middleby Lessee shall provide a replacement Letter letter of Credit not less credit no later than fifteen thirty (1530) days prior to the expiration or termination of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the such Letter of Credit is not renewed at least fifteen or replacement letter of credit, which replacement letter of credit (15a) days prior to any date shall confirm that it shall take effect immediately upon the expiration of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the expiring Letter of Credit for the outstanding principal balance, any accrued interest(or such other than current replacement letter of credit), and any other amounts due pursuant (b) shall be in form and substance satisfactory to Lessor in its reasonable discretion. Lessee shall maintain throughout the Term a letter of credit conforming to the Note; provided, however, that Landlord shall not have the right to draw on the Letter requirements of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawthis Section 38.14.

Letter of Credit. At Concurrently with the Closingexecution of this Lease, Middleby Lessee shall cause deliver to be delivered to Lessor, as additional security for Lessee's obligations under the Landlord lease, a letter of credit (the "Letter of Credit"), from a financial institution and in a form reasonably satisfactory to Lessor, in the original principal amount of Two Million$300,000. The Letter of Credit shall be maintained in full force and effect for the entire lease term, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)]and any extensions thereof, substantially provided, however, in the form event that Lessee is not at the time in Breach of Exhibit Cany of its lease obligations, attached heretowhich Breach is uncured and ongoing, issued by Bank of America, N.A. (the “Letter of Credit”). The principal amount of the Letter of Credit may be reduced from time to time by Middleby $50,000 (with the written consent of the Landlordi) on August 15, which consent shall not be unreasonably withheld or delayed2002, and (ii) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by MiddlebyAugust 15, 2003. The Letter of Credit shall be for a term of not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term of provide that Lessor may draw upon the Letter of CreditCredit by written demand to the issuer thereof, executed by an officer of Lessor, stating that Lessee is in breach of the lease and identifying the amount to be drawn thereon in order to compensate Lessor for damages it has sustained as a result of said breach. If Lessor shall be entitled to draw the term entire amount of the Letter of Credit expires prior to if, at any time during the date forty-five (45) days after term of this Lease, the maturity date of the Note, Middleby shall provide a replacement Letter of Credit has not less than been renewed, with written evidence thereof provided to Lessor, within fifteen (15) days prior to the its expiration of the then current Letter of Creditdate. In the event of Lessor shall at any time sell or otherwise transfer the occurrence and continuation of any event of default by Middleby under the Notepremises, or if the Letter of Credit is not renewed at least fifteen (15) days prior Lessee shall be obligated to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide obtain a replacement Letter of Credit. Landlord shall have Credit in the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year name of the term of the Note provided that transferee within thirty (i30) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawdays written demand therefore by Lessor.

Letter of Credit. At (a) In lieu of paying the ClosingDeposit in accordance with Clause 5.1, Middleby shall cause at the time such the Deposit (or part thereof) is required to be delivered paid under this Agreement, at any time or from time to time, as the Landlord a letter case may be, Lessee will provide Lessor with an irrevocable and unconditional Letter of credit Credit in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially in the form of Exhibit C, attached heretoLC Amount, issued and payable by Bank a bank acceptable to Lessor and in form and substance acceptable to Lessor and, if Lessor requests, confirmed by the London or New York branch of Americaa major international bank acceptable to Lessor from time to time, N.A. as security for all payment obligations of Lessee to Lessor under this Agreement (including damages), which shall remain in full force and effect and may be drawn down by Lessor upon demand at any time or times until the “Letter of Credit”)Required LC Expiry Date. The amount Upon receipt of the Letter of Credit may be reduced from time in accordance with this Clause 5.12(a), Lessor will refund the Deposit and any interest thereon to time by Middleby Lessee. (with b) With the prior written consent of the LandlordLessor, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middleby. The Letter of Credit shall be for a term of not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term of the Letter of Credit. If the term of the Letter of Credit expires may have a validity period or periods ending prior to the date forty-five (45) days after the maturity date of the NoteRequired LC Expiry Date, Middleby shall provide a replacement Letter of Credit not less than fifteen (15) days prior to the expiration of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year Letter of the term of the Note Credit shall, in each case, be renewed and delivered to Lessor not later than 30 Business Days prior to its expiry; and (ii) a Letter of Credit shall remain in force at all times up to the Required LC Expiry Date. (c) If at any time during the Term Lessor determines that the current issuing or confirming bank for the Letter of Credit is no longer an acceptable issuing or confirming bank (whether by virtue of a material adverse change in its financial condition or for any other reason) Lessee shall promptly procure that the Letter of Credit is replaced by a Letter of Credit issued by another bank acceptable to Lessor and (if appropriate) that such event replacement Letter of default Credit is continuing at the time of such drawconfirmed by another bank acceptable to Lessor.

Letter of Credit. At the ClosingNo later than May 15, Middleby 2001, Tenant shall cause deliver to be delivered to the Landlord a an unconditional, irrevocable and renewable letter of credit ("Letter of Credit") in the original principal amount favor of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially Landlord in the a form of Exhibit C, attached heretoapproved by Landlord, issued by Bank a bank approved by Landlord with a branch located in Denver, Boulder or Westminster, Colorado, (which approval shall not be unreasonably withheld, conditioned or delayed) in the principal amount ("Stated Amount") specified below, as security for the faithful performance and observance by Tenant of Americathe terms, N.A. (provisions and conditions of this Lease. If Tenant fails to deliver the “Letter of Credit”)Credit by May 15, 2001, and such failure is not cured within five (5) days after written notice to Tenant, then such failure shall be an Event of Default hereunder. The amount If the issuer of the Letter of Credit shall become insolvent or fail to maintain at least an "A" issuer rating under the Thomson Financial Bank Watch or an equivalent rating service reasonably selected by Landlord, then Tenant shall, within thirty (30) days of receipt of Landlord's written notice, cause a replacement Letter of Credit to be issued by a bank that qualifies under the foregoing requirements. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Letter of Credit. The Stated Amount shall be Five Hundred Fifty Thousand Dollars ($550,000.00); provided, however, that upon the dates specified below ("Adjustment Dates"), the Stated Amount shall be reduced to the following amounts: Anniversary of Commencement Date Stated Amount 4th $ 366,667.00 5th $ 183,334.00 6th $ 0.00 However, if (i) an Event of Default occurs under this Lease, or (ii) circumstances exist that would, with notice or lapse of time, or both, constitute an Event of Default, and Tenant has failed to cure such circumstance within the time period permitted by Section 16 or such lesser time as may remain before the relevant Adjustment Date as provided above (including, without limitation, a failure to deposit the cash Security Deposit pursuant to Section 4.4.2 below), the Stated Amount shall not thereafter be reduced unless and until such default or circumstance shall have been fully cured pursuant to the terms of this Lease, at which time the Stated Amount may be reduced from time to time by Middleby (with the written consent of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middlebyas hereinabove described. The Letter of Credit shall be state that an authorized officer or other representative of Landlord may make demand on Landlord's behalf for a term of not less than one (1) year, shall allow for automatic one year extensions the Stated Amount of the term Letter of Credit, or any portion thereof, and shall contain that the issuing bank must immediately honor such demand, without qualification or satisfaction of any conditions, except the proper identification of the party making such demand, and the signed certification of such party that (a) an agreement Event of Default by Bank Tenant has occurred under the Lease and that Tenant has not cured such Event of America, N.A., to notify Default within the Landlord at least forty-five applicable grace or cure periods provided under this Lease and/or (45b) days prior to any election by it not to extend the term of the Letter of Credit will expire prior to thirty (30) days following the last day of the Term and has not been extended, nor has a new Letter of Credit for an extended period of time been substituted at least thirty (30) days prior to the expiration of the Letter of Credit. In addition, the Letter of Credit shall indicate that it is transferable in its entirety by Landlord as beneficiary and that upon receiving written notice of transfer, and upon presentation to the issuing bank of the original Letter of Credit, the issuer or confirming bank will reissue the Letter of Credit naming such transferee as the beneficiary. Tenant shall pay to Landlord, within thirty (30) days following written request therefor, any transfer fee payable by Landlord to the issuer in connection with such transfer; provided, however, that Tenant shall not be obligated to pay for more than one (1) transfer in any twenty-four (24) month period (Landlord to pay for any transfers subsequent to the first such transfer in any such twenty-four (24) month period). If the term of the Letter of Credit expires held by Landlord will expire prior to the date forty-five thirty (4530) days after following the maturity date last day of the NoteTerm and it is not extended, Middleby shall provide or a replacement new Letter of Credit for an extended period of time is not less than fifteen substituted, at least thirty (1530) days prior to the expiration of the then current Letter of Credit, then Landlord shall be entitled to make demand for the Stated Amount of said Letter of Credit and, thereafter, to hold such funds in accordance with this Section 4.4. In The Letter of Credit and any such proceeds thereof shall be held by Landlord as security for the event faithful performance by Tenant of all of the occurrence terms, covenants and continuation conditions of this Lease. If Tenant fails to perform fully and timely all or any of Tenant's covenants and obligations hereunder, Landlord may (but shall not be required to) draw upon all or any portion of the Stated Amount of the Letter of Credit, and Landlord may then use, apply or retain all or any part of the proceeds for the payment of any event of default by Middleby under the Notesum which is in default, or if for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant's failure or to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant's failure. If any portion of the proceeds of the Letter of Credit is not renewed at least fifteen are so used or applied, Tenant shall, within ten (1510) days prior after demand therefor, post an additional Letter of Credit in an amount to any date cause the aggregate amount of termination, the unused proceeds and such new Letter of Credit to equal the total Stated Amount required in this Section 4.4.1 above. Landlord shall have the right, if not be required to keep any such event of default is continuing, to immediately draw on proceeds from the Letter of Credit for separate from its general funds. Should Landlord sell its interest in the outstanding principal balancePremises during the Term, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have deposit with the right to draw on purchaser thereof the Letter of Credit during the first year or any proceeds of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have , and provided that such purchaser agrees in writing to be bound by the right terms of this Lease that apply to draw on the Letter of Credit for an event under this Section 4.4.1 as assignee of default that has occurred Landlord, thereupon Landlord shall be discharged from any further liability with respect to the Letter of Credit and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawsaid proceeds.

Letter of Credit. At Buyer may elect to deliver the Closing, Middleby shall cause Deposit to be delivered to the Landlord a letter of credit Sellers in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially cash or in the form of Exhibit Can irrevocable, attached hereto, issued by Bank standby letter of America, N.A. credit for the same amount (the “Letter of Credit”"Deposit L/C"). The amount Deposit L/C shall be (a) in a form reasonably acceptable to Sellers, (b) issued in favor of Seller under this Agreement and (c) issued by a bank that has a long-term unsecured debt rating as of the Letter date of Credit may be reduced from time to time issuance of at least A+ by Middleby Standard & Poor's Rating Information Services and A1 by Moody's Investors Service and that is otherwise reasonably satisfaxxxxx xo Sellers. The Deposit L/C (and any replacement thereof furnished in accordance with this Section 3.4.2) shall have an expiration date no earlier than the written consent first anniversary of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled date of issuance thereof and unscheduled payments on the Note by Middleby. The Letter of Credit shall be for automatically renewed from year to year unless stated not to be so renewed by the issuer thereof in a term of written notice given to the Sellers not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) 30 days prior to any election by it not to extend the term expiration thereof. In the event of the Letter of Credit. If the term termination of the Letter Deposit L/C (and any replacement thereof furnished in accordance with the provisions of Credit expires prior this Section 3.4.2), Buyer shall deliver to the date forty-five (45) days after the maturity date of the Note, Middleby shall provide Sellers a replacement Letter letter or letters of Credit not less credit in lieu thereof no later than fifteen (15) 30 days prior to the expiration of the preceding letter of credit. If Buyer shall fail to obtain any replacement of the Deposit L/C (and/or any replacement thereof furnished in accordance with the provisions of this Section 3.4.2), then current Letter Sellers shall draw down the full amount of Creditthe existing Deposit L/C and retain the same as security for the covenants, agreements and obligations of Buyer under this Agreement. In Any replacement of any Deposit L/C shall be in a form reasonably acceptable to Sellers. Buyer acknowledges that Sellers have agreed to accept the Deposit L/C in lieu of a cash down payment against the Purchase Price solely as an accommodation to Buyer. Buyer acknowledges that, in the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure Buyer elects to provide a replacement Letter Deposit L/C in lieu of Credit. Landlord a cash Deposit, Buyer shall have the right not be entitled to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing interest at the time Applicable Rate as provided in Section 3.4.1 of such drawthis Agreement.

Letter of Credit. At Within ten (10) days after the Closingdate of this Lease, Middleby Tenant shall cause deliver to be delivered to the Landlord a letter of credit in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially in the form of Exhibit C, attached hereto, issued by Bank of America, N.A. (the “Letter of Credit”). The amount of the Letter of Credit may described below as security for Tenant's performance of all of Tenant's covenants and obligations under this Lease; provided, however, that neither the Letter of Credit nor any proceeds therefrom (the "Letter of Credit Proceeds") shall be reduced from time deemed an advance rent deposit or an advance payment of any other kind, or a measure or limitation of Landlord's damages or constitute a bar or defense to time by Middleby (with the written consent any of the Landlord, which consent shall not be unreasonably withheld 's other remedies under this Lease or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middlebyat law upon Tenant's default. The Letter of Credit shall be for a term of not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term of the Letter of Credit. If the term of the Letter of Credit expires prior to maintained in effect xxxx the date forty-five of this Lease through thirty (4530) days after the maturity date expiration or earlier termination of the NoteTerm, Middleby shall provide a replacement Letter of Credit not less than fifteen (15) days and on or prior to the expiration of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Notesuch thirty (30) day period, or if Landlord shall return to Tenant the Letter of Credit is not renewed at least fifteen (15unless presented for payment as provided herein) days prior to and any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit Proceeds then held by Landlord (other than those held for application by Landlord as provided below, including application to cure any failure by Tenant to restore the outstanding principal balance, any accrued interest, and any other amounts due pursuant to Premises as required by this Lease upon the Notesurrender thereof); provided, however, that in no event shall any such return be construed as an admission by Landlord shall not have the right that Tenant has performed all of its obligations hereunder. Landlord shalx xxx be required to draw on segregate the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure Proceeds from its other funds and no interest shall accrue or be payable to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawTenant with respect thereto.

Letter of Credit. At Buyer may elect to deliver the Closing, Middleby shall cause Deposit to be delivered to the Landlord a letter of credit Seller in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially cash or in the form of Exhibit Can irrevocable, attached hereto, issued by Bank standby letter of America, N.A. credit for the same amount (the “Letter of Credit”"Deposit L/C"). The amount Deposit L/C shall be (a) in a form reasonably acceptable to Seller, (b) issued in favor of Seller under this Agreement and (c) issued by a bank that has a long-term unsecured debt rating as of the Letter date of Credit may be reduced from time issuance of at least A+ by Standard & Poor's Rating Information Services and A1 by Xxxxx'x Investors Service and that is otherwise reasonably satisfactory to time by Middleby Seller. The Deposit L/C (and any replacement thereof furnished in accordance with this Section 3.4.2) shall have an expiration date no earlier than the written consent first anniversary of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled date of issuance thereof and unscheduled payments on the Note by Middleby. The Letter of Credit shall be for automatically renewed from year to year unless stated not to be so renewed by the issuer thereof in a term of written notice given to the Seller not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) 30 days prior to any election by it not to extend the term expiration thereof. In the event of the Letter of Credit. If the term termination of the Letter Deposit L/C (and any replacement thereof furnished in accordance with the provisions of Credit expires prior this Section 3.4.2), Buyer shall deliver to the date forty-five (45) days after the maturity date of the Note, Middleby shall provide Seller a replacement Letter letter or letters of Credit not less credit in lieu thereof no later than fifteen (15) 30 days prior to the expiration of the preceding letter of credit. If Buyer shall fail to obtain any replacement of the Deposit L/C (and/or any replacement thereof furnished in accordance with the provisions of this Section 3.4.2), then current Letter Seller shall draw down the full amount of Creditthe existing Deposit L/C and retain the same as security for the covenants, agreements and obligations of Buyer under this Agreement. In Any replacement of any Deposit L/C shall be in a form reasonably acceptable to Seller. Buyer acknowledges that Seller has agreed to accept the Deposit L/C in lieu of a cash down payment against the Purchase Price solely as an accommodation to Buyer. Buyer acknowledges that, in the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure Buyer elects to provide a replacement Letter Deposit L/C in lieu of Credit. Landlord a cash Deposit, Buyer shall have the right not be entitled to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing interest at the time Applicable Rate as provided in Section 3.4.1 of such drawthis Agreement.

Letter of Credit. At the Closing, Middleby shall cause to be delivered Notwithstanding anything contained in Subparagraph 4(b) above to the Landlord a letter of credit in contrary, the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially Xxxxxxx Money may be in the form of Exhibit C, attached hereto, issued by Bank an irrevocable standby letter of America, N.A. credit (the “Letter of Credit”) issued by an Approved Depository (the “Issuer”). The amount Escrowee shall be the beneficiary under the Letter of Credit, and the Letter of Credit may be reduced from time to time by Middleby (with the written consent of the Landlordshall expire no earlier than August 31, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middleby2013. The Letter of Credit shall be for a term of not less than one (1) yearnon-transferable, shall allow for automatic one year extensions of the term and shall contain an agreement permit Escrowee to present it to the Issuer for payment only if accompanied by Bank a sworn certificate, executed by a representative of AmericaSeller, N.A.certifying that Purchaser is in default under this Agreement and that Seller is, therefore, entitled to notify the Landlord at least forty-five (45) days prior to any election by it not to extend the term proceeds of the Letter of Credit. If Upon its receipt from Seller of the term sworn certificate of Purchaser’s default, the Escrowee is hereby required to (i) notify Purchaser as provided in Paragraph 20 of this Agreement; and (ii) subject to the terms and notice requirements of the Escrow Agreement, including, but not limited to Section 3(A) of the Escrow Agreement addressing notice and objections, thereafter present the Letter of Credit expires prior to Issuer and deliver the proceeds thereof to Seller. Notwithstanding anything contained herein or in the Escrow Agreement to the date forty-five (45) days after contrary and irrespective of any contrary instructions from Purchaser, in the maturity date of event that the Note, Middleby shall provide a replacement Letter of Credit on deposit with Escrowee is not less than fifteen renewed or replaced by Purchaser at least thirty (1530) days prior to the its expiration of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Notedate, or if the such Letter of Credit is not renewed at least fifteen (15) days prior shall be presented by Escrowee to any date of termination, Issuer for payment and the Landlord shall have proceeds thereof held in the right, if any such event of default is continuing, to immediately draw on Escrow in accordance with the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year terms of the term of the NoteEscrow Agreement. At any time, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord Purchaser shall have the right to draw on deposit cash in the amount of the Xxxxxxx Money with Escrow Agent, and Escrow Agent promptly after receipt of said cash deposit, shall return the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawto Purchaser.

Letter of Credit. At As an alternative to providing Landlord with the ClosingSecurity Deposit required under Paragraph 6.a. above, Middleby shall cause Tenant may deliver to be delivered to Landlord, concurrently with its execution of this Lease, as security for the Landlord a performance of Tenant’s covenants and obligations under this Lease, an original irrevocable standby letter of credit in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially in the form of Exhibit C, attached hereto, issued by Bank of America, N.A. (the “Letter of Credit”) in the initial amount specified in Paragraph 2.d. above, naming Landlord as beneficiary, which Landlord may draw upon to cure any default under this Lease (or any breach under this Lease where there exist circumstances under which Landlord is enjoined or otherwise prevented by operation of law from giving to Tenant a written notice which would be necessary for such failure of performance to constitute a default under this Lease), or to compensate Landlord for any damage Landlord incurs as a result of Tenant’s failure to perform any of its obligations hereunder. The amount of Any such draw on the Letter of Credit may be reduced from time to time by Middleby (with the written consent of the Landlord, which consent shall not be unreasonably withheld constitute a waiver of any other rights of Landlord with respect to such default or delayed) failure to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middlebyperform. The Letter of Credit shall be issued by a major commercial bank reasonably acceptable to Landlord, with a San Francisco, California, service and claim point for the Letter of Credit, have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one (1) year, shall allow year and be automatically renewable for automatic an additional one (1) year extensions period unless notice of non-renewal is given by the term and shall contain an agreement by Bank of America, N.A., issuer to notify the Landlord at least forty-five not later than sixty (45) days prior to any election by it not to extend the term of the Letter of Credit. If the term of the Letter of Credit expires prior to the date forty-five (45) days after the maturity date of the Note, Middleby shall provide a replacement Letter of Credit not less than fifteen (1560) days prior to the expiration thereof) and shall provide that Landlord may make partial and multiple draws thereunder, up to the face amount thereof. If, at any period while the Letter of Credit is required to be in effect hereunder, the financial condition of the issuing bank materially deteriorates from the financial condition as of the date of Landlord’s initial approval of the bank (as evidenced by a material drop in Standard & Poor’s financial services rating for such bank), then Landlord may, by written notice to Tenant, require that Tenant replace the Letter of Credit with a Letter of Credit issued by a major commercial bank then reasonably acceptable to Landlord. In addition, the Letter of Credit shall provide that, in the event of Landlord’s assignment or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord, without charge and without recourse, to the assignee or transferee of such interest and the bank shall confirm the same to Landlord and such assignee or transferee. The Letter of Credit shall provide for payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with a statement by Landlord that the requested sum is due and payable from Tenant to Landlord in accordance with the provisions of this Lease, shall be in the form attached hereto as Exhibit C, and otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than sixty (60) days after the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on the Letter of Credit pursuant to the terms hereof, Tenant shall immediately replenish the Letter of Credit or provide Landlord with an additional letter of credit conforming to the requirement of this paragraph so that the amount available to Landlord from the Letter of Credit(s) provided hereunder is the amount required hereunder. Tenant’s failure to deliver any replacement, additional or extension of the Letter of Credit, or evidence of renewal of the Letter of Credit, within the time specified under this Lease shall entitle Landlord to draw upon the entire balance of the Letter of Credit then in effect. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, this Paragraph 6 shall be deemed a security agreement for such purposes and for purposes of Division 9 of the California Uniform Commercial Code, Landlord shall be deemed to hold a perfected, first priority security interest in such funds, and Tenant does hereby authorize Landlord to file such financing statements or other instruments as Landlord shall deem advisable to further evidence and/or perfect such security interest. Landlord shall not be required to segregate such security deposit from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. No holder of a mortgage, deed of trust or other security instrument affecting the Real Property, nor any purchaser at any judicial or private foreclosure sale of the Real Property or any portion thereof, shall be responsible to Tenant for such security deposit unless and only to the extent such holder or purchaser shall have actually received the same. If Tenant is not in default at the expiration or termination of this Lease, within sixty (60) days thereafter Landlord shall return to Tenant the Letter of Credit or the balance of the security deposit then held by Landlord, as applicable; provided, however, that in no event shall any such return be construed as an admission by Landlord that Tenant has performed all of its covenants and obligations hereunder. Tenant hereby unconditionally and irrevocably waives the benefits and protections of California Civil Code Section 1950.7, and, without limitation of the scope of such waiver, acknowledges that Landlord may use all or any part of the Letter of Credit or the proceeds thereof to compensate Landlord for damages resulting from termination of this Lease and the tenancy created hereunder (including, without limitation, damages recoverable under California Civil Code Section 1951.2). Notwithstanding anything in this Paragraph 6.a. to the contrary, on April 30, 2015, on April 30, 2016, on April 30, 2017, and on April 30, 2018, Tenant may replace the then current Letter of Credit with a Letter of Credit in an amount equal to the then existing Letter of Credit amount minus Twenty-Four Thousand Seven Hundred Fifty-Four and 12/100 Dollars ($24,754.12), but in all other respects in conformance with the Letter of Credit described in this Paragraph 6.b. (or, rather than replace the then current Letter of Credit. In , Tenant may submit to Landlord an amendment thereto, in form reasonably acceptable to Landlord, which reduces the event amount of the occurrence and continuation of any event of default by Middleby under the Note, or if the that Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, by the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Noteapplicable amount); provided, however, that Landlord shall Tenant may not have reduce the right to draw on amount of the Letter of Credit pursuant to the foregoing on a particular reduction date if (i) during the first year twelve (12) month period immediately preceding such reduction date, there occurred an Event of Default or a breach by Tenant that subsequently matured into an Event of Default, or (ii) the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the or amended Letter of Credit held by Landlord would be in an amount less than Twenty-One Thousand One Hundred Thirty-Three and 50/100 Dollars ($21,133.50) after giving effect to such reduction. If Tenant failed to qualify for an event of default that has occurred and is continuing during the first year a reduction of the term face amount of the Note provided that letter of credit on a particular reduction date, Tenant may replace the then current Letter of Credit with a Letter of Credit in an amount equal to the then existing Letter of Credit amount minus Twenty-Four Thousand Seven Hundred Fifty-Four and 12/100 Dollars (i$24,754.12) on the draw occurs after next scheduled reduction date, so long as the first year requirements above are met, but the face amount of the term letter of the Note credit then on hand may not be reduced or amended by more than Twenty-Four Thousand Seven Hundred Fifty-Four and 12/100 Dollars (ii$24,754.12) such event of default is continuing at the time of such drawon any particular reduction date.

Letter of Credit. At As an independent guarantee with CITY for the Closingpurpose of insuring APPLICANT’s completion and warranty of the Landscaping Improvements as set forth in “Exhibit A to Addendum 1,” attached hereto and incorporated herein by reference, Middleby shall cause to be delivered to APPLICANT hereby files an IRREVOCABLE LETTER OF CREDIT, (herein the Landlord a letter "Letter of credit in the original principal amount of Two MillionCredit"), One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially in the form of Exhibit C, attached heretonumbered , issued by Bank , a(n) Corporation, located (Issuer) (State) at ; , , (Issuer Address) (Issuer Telephone) (Issuer Facsimile) in the amount of America$ , N.A. (the “Letter of CreditLandscaping Guarantee”). The amount of the (Letter of Credit may be reduced from time to time by Middleby (with the written consent of the Landlord, which consent shall not be unreasonably withheld or delayedAmount) to reflect the reductions in the Note balance resulting from scheduled and unscheduled payments on the Note by Middleby. The Letter of Credit shall be for a term issued in favor of CITY to the account of APPLICANT, in an amount not less than 100% of the estimated cost of the Landscaping Improvements as set forth in “Exhibit A to Addendum 1,” attached hereto and incorporated herein by reference. The Landscaping Guarantee shall be in addition to, the Public Improvement Guarantee, and shall apply only to Landscaping Improvements. APPLICANT shall ensure that the Letter of Credit shall contain the following provision: It is a condition of this Letter of Credit that it shall be deemed automatically extended without amendment for one (1) year, shall allow for automatic one year extensions of from the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord present or any future expiration date unless at least forty-five sixty (4560) days prior to any election such expiration date CITY is notified by it registered letter, return receipt requested, or overnight courier service that ISSUER elects not to extend the term of the Letter of Credit. If the term of consider the Letter of Credit expires prior to the date forty-five (45) days after the maturity date of the Note, Middleby shall provide a replacement Letter of Credit not less than fifteen (15) days prior to the expiration of the then current Letter of Credit. In the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if for any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure to provide a replacement Letter of Credit. Landlord shall have the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing at the time of such drawperiod.

Letter of Credit. At Buyer may elect to deliver the Closing, Middleby shall cause Deposit to be delivered to the Landlord a letter of credit Seller in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially cash or in the form of Exhibit Can irrevocable, attached hereto, issued by Bank standby letter of America, N.A. credit for the same amount (the “Letter of Credit”"Deposit L/C"). The amount Deposit L/C shall be (a) in a form reasonably acceptable to Seller, (b) issued in favor of Seller under this Agreement and (c) issued by a bank that has a long-term unsecured debt rating as of the Letter date of Credit may be reduced from time issuance of at least A+ by Standard & Poor's Rating Information Services and A1 by Xxxxx'x Investors Service and that is otherwise reasonably satisfactory to time by Middleby Seller. The Deposit L/C (and any replacement thereof furnished in accordance with this Section 3.4.2) shall have an expiration date no earlier than the written consent first anniversary of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled date of issuance thereof and unscheduled payments on the Note by Middleby. The Letter of Credit shall be for automatically renewed from year to year unless stated not to be so renewed by the issuer thereof in a term of written notice given to the Seller not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) 30 days prior to any election by it not to extend the term expiration thereof. In the event of the Letter of Credit. If the term termination of the Letter Deposit L/C (and any replacement thereof furnished in accordance with the provisions of Credit expires prior this Section 3.4.2), Buyer shall deliver to the date forty-five (45) days after the maturity date of the Note, Middleby shall provide Seller a replacement Letter letter or letters of Credit not less credit in lieu thereof no later than fifteen (15) 30 days prior to the expiration of the preceding letter of credit. If Buyer shall fail to obtain any replacement of the Deposit L/C (and/or any replacement thereof furnished in accordance with the provisions of this Section 3.4.2), then current Letter Seller shall draw down the full amount of Creditthe existing Deposit L/C and retain the same as security for the covenants, agreements and obligations of Buyer under this Agreement. In Any replacement of any Deposit L/C shall be in a form reasonably acceptable to Seller. Buyer acknowledges that Seller has agreed to accept the Deposit L/C in lieu of a cash down payment against the Purchase Price solely as an accommodation to Buyer. Buyer acknowledges that, in the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure Buyer elects to provide a replacement Letter Deposit L/C in lieu of Credit. Landlord a cash Deposit, Seller shall have draw down the right to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year full amount of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing Deposit L/C at the time Closing to be credited against the Base Purchase Price, and Buyer shall not be entitled to interest at the Applicable Rate as provided in Section 3.4.1 of such drawthis Agreement.

Letter of Credit. At Buyer may elect to deliver the Closing, Middleby shall cause Deposit to be delivered to the Landlord a letter of credit Sellers in the original principal amount of Two Million, One Hundred Twenty Five Thousand Dollars ($2,125,000.00)], substantially cash or in the form of Exhibit Can irrevocable, attached hereto, issued by Bank standby letter of America, N.A. credit for the same amount (the “Letter of Credit”"Deposit L/C"). The amount Deposit L/C shall be (a) in a form reasonably acceptable to Sellers, (b) issued in favor of Seller under this Agreement and (c) issued by a bank that has a long-term unsecured debt rating as of the Letter date of Credit may be reduced from time issuance of at least A+ by Standard & Poor's Rating Information Services and A1 by Xxxxx'x Investors Service and that is otherwise reasonably satisfactory to time by Middleby Sellers. The Deposit L/C (and any replacement thereof furnished in accordance with this Section 3.4.2) shall have an expiration date no earlier than the written consent first anniversary of the Landlord, which consent shall not be unreasonably withheld or delayed) to reflect the reductions in the Note balance resulting from scheduled date of issuance thereof and unscheduled payments on the Note by Middleby. The Letter of Credit shall be for automatically renewed from year to year unless stated not to be so renewed by the issuer thereof in a term of written notice given to the Sellers not less than one (1) year, shall allow for automatic one year extensions of the term and shall contain an agreement by Bank of America, N.A., to notify the Landlord at least forty-five (45) 30 days prior to any election by it not to extend the term expiration thereof. In the event of the Letter of Credit. If the term termination of the Letter Deposit L/C (and any replacement thereof furnished in accordance with the provisions of Credit expires prior this Section 3.4.2), Buyer shall deliver to the date forty-five (45) days after the maturity date of the Note, Middleby shall provide Sellers a replacement Letter letter or letters of Credit not less credit in lieu thereof no later than fifteen (15) 30 days prior to the expiration of the preceding letter of credit. If Buyer shall fail to obtain any replacement of the Deposit L/C (and/or any replacement thereof furnished in accordance with the provisions of this Section 3.4.2), then current Letter Sellers shall draw down the full amount of Creditthe existing Deposit L/C and retain the same as security for the covenants, agreements and obligations of Buyer under this Agreement. In Any replacement of any Deposit L/C shall be in a form reasonably acceptable to Sellers. Buyer acknowledges that Sellers have agreed to accept the Deposit L/C in lieu of a cash down payment against the Purchase Price solely as an accommodation to Buyer. Buyer acknowledges that, in the event of the occurrence and continuation of any event of default by Middleby under the Note, or if the Letter of Credit is not renewed at least fifteen (15) days prior to any date of termination, the Landlord shall have the right, if any such event of default is continuing, to immediately draw on the Letter of Credit for the outstanding principal balance, any accrued interest, and any other amounts due pursuant to the Note; provided, however, that Landlord shall not have the right to draw on the Letter of Credit during the first year of the term of the Note, except for a default based on Middleby’s failure Buyer elects to provide a replacement Letter Deposit L/C in lieu of Credit. Landlord a cash Deposit, Buyer shall have the right not be entitled to draw on the Letter of Credit for an event of default that has occurred and is continuing during the first year of the term of the Note provided that (i) the draw occurs after the first year of the term of the Note and (ii) such event of default is continuing interest at the time Applicable Rate as provided in Section 3.4.1 of such drawthis Agreement.