Common use of Letter of Credit Clause in Contracts

Letter of Credit. Within ten (10) days of the date hereof, Sublessee shall provide Sublessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "Letter of Credit"), in form and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration of the Letter of Credit that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretion.

Letter of Credit. Within ten (10a) days Subject to and upon the terms and conditions herein set forth, the Borrower may request that the Issuing Lender issue, at any time and from time to time on and after the Closing Date and prior to the Termination Date, for the account of the date hereofBorrower and for the benefit of any holder (or any trustee, Sublessee shall provide Sublessor with agent or other similar representative for any such holders) of L/C Supportable Obligations of the Borrower, an irrevocable standby letter of credit credit, in a form customarily used by the amount Issuing Lender or in such other form as has been approved by the Issuing Lender in its discretion (each such standby letter of $102,191.25 (the credit, a "Letter of Credit")) in support of such L/C Supportable Obligations. (b) Subject to the terms and conditions contained herein, the Issuing Lender hereby agrees that it will, at any time and from time to time on or after the Closing Date and prior to the Termination Date, following its receipt of the respective Letter of Credit Request, issue for the account of the Borrower one or more Letters of Credit in form and substance reasonably acceptable support of such L/C Supportable Obligations of the Borrower as are permitted to Sublessorremain outstanding without giving rise to a Default or Event of Default hereunder, and which shall not expire until or provided that the Issuing Lender shall be renewed beyond under no obligation to issue any Letter of Credit if at the later to occur time of such issuance: (i) sixty any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit or any requirement of law applicable to the Issuing Lender or any request or directive (60whether or not having the force of law) days after from any governmental authority with jurisdiction over the expiration Issuing Lender shall prohibit, or sooner termination request that the Issuing Lender refrain from, the issuance of this Sublease letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the date hereof, or any unreimbursed loss, cost or expense which was not applicable, or known to the Issuing Lender as of the date hereof and which the Issuing Lender in good faitx xxxxx material to it; or (ii) sixty (60) days after Sublessee the Issuing Lender shall have fully vacated received notice from any Lender prior to the Sublet Premisesissuance of such Letter of Credit of the type described in the second sentence of Section 2.19(b). (c) Notwithstanding the foregoing, which Sublessor will hold as security for (i) no Letter of Credit shall be issued the faithful performance by Sublessee Stated Amount of all its covenants and agreements under this Sublease. Sublessor shall have the rightwhich, but not the obligation, when added to apply the Letter of Credit against any Rents or other charges in arrearsOutstandings (exclusive of Unpaid Drawings which are repaid on the date of, or to repair damage and prior to the Sublet Premises caused issuance of, the respective Letter of Credit) and the aggregate principal amount of all Revolving Credit Loans then outstanding, would exceed the Revolving Credit Commitments at such time, (ii) each Letter of Credit shall be denominated in Dollars, (iii) each Letter of Credit shall by Sublessee its terms terminate on or Sublessee's employees, contractors, invitees or licensees, or on account before the earlier of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession (A) the date which occurs 12 months after the date of the Sublet Premises or other remedies available on account of Sublessee's default or issuance thereof (although any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail Credit may be automatically extendable for successive periods of up to deliver 12 months, but not beyond the tenth Business Day prior to the Termination Date, on terms acceptable to the Issuing Lender) and (B) the tenth Business Day prior to the Termination Date, (iv) the Stated Amount of each Letter of Credit upon issuance shall be not less than $100,000 or such lesser amount as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration of the Letter of Credit that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionIssuing Lender.

Letter of Credit. Within ten Any indemnification of a Purchaser Indemnified Party hereunder may, at the option of Purchaser, be satisfied from the issuing bank under the Letter of Credit (10) days the “Issuing Bank”); provided, however, that, in order to obtain payment from the Issuing Bank under the Letter of Credit, Purchaser must first present to the Issuing Bank one of the date hereoffollowing: (a) a signed, Sublessee written notice attaching a copy of a final order or judgment duly issued by a court of competent jurisdiction providing that Purchaser is entitled to such payment pursuant to this Agreement; (b) a signed, written notice attaching a copy of a then-pending claim for indemnification asserted by Purchaser against Seller in accordance with Section 7.04 that has not been satisfied by Seller, withdrawn by Purchaser or otherwise fully resolved by the parties within 30 days following the day on which Purchaser first submitted the indemnification claim to Seller under Section 7.04, which notice shall state the amount of such claim; provided, however, that the Letter of Credit shall provide Sublessor with an irrevocable standby letter that, within five Business Days of credit the Issuing Bank’s receipt of any such notice pursuant to this clause (b), the Issuing Bank shall make payment in the amount of $102,191.25 any such claim (but in no event in excess of the "then-remaining amount available to be drawn under the Letter of Credit") directly to the escrow agent pursuant to an escrow agreement to be entered into in substantially the form attached hereto as Exhibit H (the “Escrow Agreement”); or (c) within the 30-day period prior to the expiration of the Letter of Credit, a signed, written notice attaching a copy of any then-pending claim(s) for indemnification asserted by Purchaser against Seller in accordance with Section 7.04 that have not previously been satisfied by Seller, withdrawn by Purchaser or otherwise fully resolved by the parties (excluding any indemnification claims previously presented to the Issuing Bank pursuant to clause (b) above), in form and substance reasonably acceptable to Sublessorwhich notice shall state the amount of such claim(s); provided, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premiseshowever, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply that the Letter of Credit against any Rents shall provide that if the Issuing Bank receives one or other charges in arrears, or to repair damage more notices contemplated by this clause (c) within the 30-day period prior to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession expiration of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail , immediately prior to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration of the Letter of Credit that it replaces; (b) is the Issuing Bank shall make payment in the required amount; amount of any such then-pending claim(s) (cbut in no event in excess of the then-remaining amount available to be drawn under the Letter of Credit) is on directly to the same escrow agent under the Escrow Agreement. Such escrow agent shall hold such funds in escrow in accordance with the terms and conditions as of the Escrow Agreement pending the final determination of all such pending indemnification claims. In addition, the Letter of Credit it replaces; (d) is issued by a bank having shall provide that, until the same or better credit rating as the bank that issued expiration date of the Letter of Credit it replaces and that is otherwise reasonably acceptable Credit, the Issuing Bank shall make payment to Sublessorany Purchaser Indemnified Party presenting to the Issuing Bank the documents contemplated by clause (a) above within five Business Days after such presentation by wire transfer of immediately available funds to an account designated by such Purchaser Indemnified Party to the Issuing Bank (but in no event in excess of the then-remaining amount available to be drawn under the Letter of Credit); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretion.

Letter of Credit. Within ten (10i) days of the date hereof, Sublessee The Company shall provide Sublessor with obtain an irrevocable standby letter of credit (the “Letter of Credit”), in the amount of $102,191.25 10,000,000 issued in favor of the Senior Agent by a bank acceptable to such Senior Agent (the "“Letter of Credit"), Credit Bank”) and in form and substance reasonably acceptable to Sublessor, and which such Senior Agent. The Letter of Credit shall have an expiration date that is not expire until or shall be renewed beyond the later to occur of (i) sixty (60) earlier than 100 days after the expiration or sooner termination Maturity Date of this Sublease or the Notes (iithe “LC Expiration Date”). Upon the occurrence and during the continuance of an Event of Default under (and as defined in) sixty (60) days after Sublessee any of the Notes, the Senior Agent shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements be entitled to draw under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges for the full Letter of Credit Amount (as defined in arrearsthe Notes) than available thereunder, or to repair damage be held by the Senior Agent as cash collateral for and/or applied to the Sublet Premises caused by Sublessee Obligations in accordance with the terms of (and as defined in) the Pledge and Security Agreement. The Company shall obtain such renewals, extensions or Sublessee's employees, contractors, invitees or licensees, or on account replacements of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have necessary to ensure that the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new shall not expire prior to the LC Expiration Date (unless the Letter of Credit if shall have been reduced to zero in accordance with Section 17 of the new Letter of Credit (a) becomes effective Notes prior to such date). If, at least thirty (30) days before any time, the termination Company cannot obtain a renewal, extension or expiration replacement of the Letter of Credit such that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; will expire prior to the LC Expiration Date (d) is issued by a bank having “Withdrawal Event”), the same or better credit rating as the bank that issued Company and the Letter of Credit it replaces Bank shall each give the Senior Agent written notice of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit. Following a Withdrawal Event, the Senior Agent shall be entitled to draw down the Letter of Credit Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Notes) and hold such amount as cash collateral subject to the terms of the Pledge and Security Agreement. (ii) In the event any holder of a Note requires the Company to redeem any Conversion Amount (as defined in the Notes) (such amount, the “Redemption Amount”) on any Optional Redemption Date (as defined in the Notes) in accordance with Section 9 of the Notes, the Senior Agent shall be entitled to, on behalf of any such holder, draw under the Letter of Credit for payment of all or a portion of the Holder Optional Redemption Price due from the Company in connection with such Holder Optional Redemption (each as defined in the Notes). (iii) In the event that is otherwise reasonably acceptable the conditions set forth in Section 17 of the Notes that trigger a reduction in the Letter of Credit Amount are satisfied, the Company shall promptly deliver a written notice to Sublessorthe Senior Agent (the “Letter of Credit Notice”); , certifying as to the satisfaction of such conditions (etogether with a calculation of the relevant “Profitability Target” (as defined in the Notes) otherwise complies with and the requirements reduction of this Section 19; and (f) provided that Sublessee first obtains the prior Letter of Credit Amount. Within 10 days of the receipt of the Letter of Credit Notice, the Senior Agent shall issue a written consent instruction to the Letter of Sublessor, which consent may be withheld Credit Bank to request the reduction of the Letter of Credit Amount as set forth in Sublessor's sole discretionthe Letter of Credit Notice.

Letter of Credit. Within ten (10a) days Subject to the terms and conditions of this Agreement, the Letter of Credit Bank, on behalf of the date hereofBanks, Sublessee shall provide Sublessor with an irrevocable standby letter agrees to issue and amend (including without limitation, to extend or renew) for the account of credit in the amount of $102,191.25 (Company, the "Letter of Credit")Credit as may be requested from time to time by the Company, in form from and substance reasonably acceptable including the Effective Date to Sublessorthe Termination Date, and which shall not expire until or shall be renewed beyond up to a maximum Issued Amount at any one time outstanding equal to the later to occur Total Commitments of the Banks minus the sum of (i) sixty (60) days after the expiration or sooner termination aggregate principal amount of this Sublease or Loans outstanding, plus (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premisesaggregate principal amount of Reimbursement Obligations outstanding; provided, which Sublessor will hold as security for however, that the faithful performance by Sublessee expiration date of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrearsshall not extend beyond the Termination Date. (b) Each Bank severally agrees that it shall be absolutely, or to repair damage unconditionally and irrevocably liable, without regard to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account occurrence of any other damages suffered by Sublessor as a result Default or Event of SublesseeDefault or any condition precedent whatsoever, to the extent of such Bank's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession pro rata share of the Sublet Premises or other remedies available on account Total Commitments of Sublesseethe Banks, to reimburse the Letter of Credit Bank for the amount of each Drawing paid by the Letter of Credit Bank under the Letter of Credit to the extent such amount is not reimbursed by the Company in accordance with Section 2.3 hereof. Each Bank's default or any other reason obligation to reimburse the Letter of Credit Bank pursuant to this Section 2.1(b) shall not be affected by the fact that Sublessor holds any circumstances, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Letter of Credit. If Sublessee shall fail to deliver Bank may have against the Letter of Credit as aforesaidBank, Sublessor shall have the right to terminate Company, any direct or indirect beneficiary of the Letter of Credit, the Agent or any other Person whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Company; (iv) any breach of this Sublease immediately. Sublessee mayAgreement by the Company, from time to timethe Agent, replace any existing the Letter of Credit Bank or any other Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that the Banks shall not be obligated to reimburse the Letter of Credit Bank pursuant to this Section 2.1(b) with a new respect to the Letter of Credit if (i) the new Letter of Credit (a) becomes effective at least thirty (30) days before Bank has made payment pursuant to a Drawing with respect to the termination Letter of Credit and the making of such payment constituted gross negligence or expiration willful misconduct on the part of the Letter of Credit that it replaces; Bank or (bii) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having Bank increases the same or better credit rating as the bank that issued Issued Amount of the Letter of Credit (other than as a result of the automatic reinstatement provisions contained therein) after an Event of Default has been declared by any Bank or the Majority Banks pursuant to Article VII hereof and written notice thereof has been received by the Letter of Credit Bank or after an Event of Default specified in Section 7.1(c) hereof has occurred. Each Bank's obligations to reimburse the Letter of Credit Bank shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Reimbursement Obligation of the Company is rescinded or must otherwise be restored or returned by the Letter of Credit Bank upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or upon or a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any substantial part of its property, or otherwise, all as though such payment had not been made. Upon receipt of a notice of its obligation to reimburse the Letter of Credit Bank prior to 11:00 a.m. (New York time) on a Business Day, a Bank shall make such reimbursement on such Business Day; if such notice is received after 11:00 a.m. (New York time), reimbursement shall be due on the next Business Day. The failure of any Bank to honor its obligations hereunder shall not relieve any other Bank of its duty to honor its obligations hereunder. Upon the written request of a Bank, the Letter of Credit Bank shall promptly deliver to such Bank a copy of the Letter of Credit and copies of all material documents delivered to the Letter of Credit Bank in connection with any Drawing with respect to the Letter of Credit. (c) Each payment made by a Bank to the Letter of Credit Bank pursuant to paragraph (b) above shall be treated as the purchase by such Bank of a participating interest in the Company's Reimbursement Obligation under Section 2.3 hereof in an amount equal to such payment. Each Bank, so long as it replaces has made the payment required to be made by it pursuant to Section 2.1(b) hereof, shall share in accordance with its pro rata share of the Total Commitments of the Banks in any interest which accrues pursuant to Section 2.3(b) hereof. All amounts recovered by the Agent hereunder and which are applied by the Agent to the Reimbursement Obligations of the Company under Section 2.3 hereof shall be distributed by the Agent to the Banks who have made the payments required to be made by them pursuant to Section 2.1(b) hereof pro rata in accordance with their respective share of the Total Commitments of the Banks. (d) If and to the extent that any Bank shall fail to make available to the Letter of Credit Bank the amount required to be paid by such Bank pursuant to Section 2.1(b) hereof, the Letter of Credit Bank shall be subrogated to the rights of such Bank under this Agreement to the extent of such failure and shall thereafter (until such Bank shall make such amount available to the Letter of Credit Bank) be entitled to receive all amounts owing to such Bank hereunder and to the percentage of voting rights of such Bank under this Agreement equal to the percentage the amount such Bank failed to pay bears to the Issued Amount of the Letter of Credit and the aggregate unpaid principal amount of all outstanding Reimbursement Obligations and Loans at such time. If any Bank fails to reimburse the Letter of Credit Bank as provided in Section 2.1(b) hereof or delays in making such payment, such unreimbursed amount shall bear interest at a rate per annum equal to (i) from the date due to the date three Business Days after such payment is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with due, the requirements of this Section 19; Federal Funds Rate and (fii) provided that Sublessee first obtains from the prior written consent of Sublessordate three Business Days after the date such payment is due to the date such payment is made, which consent may be withheld the Base Rate in Sublessor's sole discretioneffect for each such day plus 2%.

Letter of Credit. Within ten (10a) days Subject to the terms and conditions hereof, Agent shall (a) from time to time issue or cause the L/C Issuer to issue Letters of Credit for the account of Borrower; PROVIDED, HOWEVER, that Agent will not be required to issue or cause to be issued any Letters of Credit to the extent that the issuance of such Letters of Credit would then cause the sum of (i) the outstanding Revolving Loans PLUS (ii) the Letter of Credit Obligations (with the requested Letter of Credit being deemed to be outstanding for purposes of this calculation) to exceed the lesser of (x) the Revolving Loan Commitment or (y) the Borrowing Base in effect prior to the issuance of the date hereofrequested Letter of Credit. The maximum amount of outstanding Letters of Credit shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate at any time. Each disbursement or payment by the L/C Issuer or Agent related to Letters of Credit shall be deemed to be a Revolving Loan and shall bear interest as a Prime Rate Revolving Loan. Letters of Credit that have not been drawn upon shall not bear interest. (b) Borrower may from time to time upon notice not later than 12:00 Noon, Sublessee shall provide Sublessor with an irrevocable standby Chicago time, at least three (3) Business Days in advance, request Agent to assist Borrower in establishing or opening a Letter of Credit by delivering to Agent at the Payment Office, the L/C Issuer's standard form of letter of credit in the amount of $102,191.25 application (the "Letter of CreditCredit Application")) completed to the satisfaction of the L/C Issuer; and, in form such other certificates, documents and substance other papers and information as Agent may reasonably acceptable to Sublessorrequest. (c) Each Letter of Credit shall, and which shall not expire until or shall be renewed beyond the later to occur of among other things, (i) sixty (60) days after provide for the expiration or sooner termination payment of this Sublease or sight drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) sixty have an expiry date not later than twelve (6012) days months after Sublessee such Letter of Credit's date of issuance and in no event later than the last day of the Term. Each Letter of Credit Application and each Letter of Credit shall have fully vacated be subject to (x) the Sublet PremisesUniform Customs and Practice for Documentary Credits (1993 Revision), which Sublessor will International Chamber of Commerce Publication No. 500, and any amendments or revision thereof in connection with any documentary letter of Credit and (y) ISP 98 in connection with any standby Letter of Credit, or with respect to any Letter of Credit Application or Letter of Credit, any other rules, regulations and customs prevailing at the place where any such Letter of Credit Application is made or where any such Letter of Credit is available or the drafts are drawn or negotiated and, to the extent not inconsistent therewith, the laws of the State of New York. (d) In connection with the issuance of any Letter of Credit, Borrower shall indemnify, save and hold as security Agent, each Lender and each L/C Issuer harmless from any loss, cost, expense or liability, including, without limitation, payments made by Agent, any Lender or any L/C Issuer, and expenses and reasonable attorneys' fees incurred by Agent, any Lender or any L/C Issuer arising out of, or in connection with, any Letter of Credit to be issued for the faithful performance account of Borrower. Borrower shall be bound by Sublessee the L/C Issuer's regulations and good faith interpretations of any Letter of Credit issued or created for Borrower's account, although this interpretation may be different from Borrower's own; and, neither Agent nor any Lender, any L/C Issuer, nor any of its correspondents shall be liable for any error, negligence, or mistakes, whether of omission or commission, in following Borrower's instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Letter of Credit, except for Agent's or any Lender's or such correspondents' gross (not mere) negligence or willful misconduct. (e) Borrower shall authorize and direct the L/C Issuer to name Borrower as the "Account Party" therein and to deliver to Agent all its covenants instruments, documents, and agreements under this Sublease. Sublessor shall have other writings and property received by the right, but not the obligation, L/C Issuer pursuant to apply the Letter of Credit against and to accept and rely upon Agent's instructions and agreements with respect to all matters arising in connection with the Letter of Credit and the application therefor. (f) In connection with all Letters of Credit issued or caused to be issued by Agent under this Agreement, Borrower hereby appoints Agent, or its designee, as its attorney, with full power and authority, exercisable after the occurrence and continuance of an Event of Default (i) to sign and/or endorse Borrower's name upon any Rents warehouse or other charges receipts, letter of credit applications and acceptances; (ii) to sign Borrower's name on bills of lading; (iii) to clear Inventory through the United States of America Customs Department ("Customs") in arrearsthe name of Borrower or Agent or Agent's designee, and to sign and deliver to Customs officials powers of attorney in the name of Borrower for such purpose; (iv) to complete in the name of Agent, or Agent's designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof; (v) to repair damage clear and resolve any questions of non-compliance of documents; (vi) to give any instructions as to acceptance or rejection of any documents or goods; (vii) to execute any and all applications for steamship or airways guarantees, indemnities or delivery orders; (viii) to grant any extensions of the maturity of, time of payment for, or time of presentation of, any drafts, acceptances, or documents; and (ix) to agree to any amendments, renewals, extensions, modifications, changes or cancellation of any of the terms or conditions of any of the applications, Letters of Credit, drafts or acceptances; all in Agent's sole name, and the L/C Issuer shall be entitled to comply with and honor any and all such documents or instruments executed by or received solely from Agent; all without notice to or consent from Borrower. Neither Agent nor its attorneys will be liable for any acts or omissions nor for any error of judgment or mistakes of fact or law, except for Agent's or its attorney's gross (not mere) negligence or willful misconduct. This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding. (g) Neither Agent nor any Lender shall be responsible for: the existence, character, quality, quantity, condition, packing, value or delivery of the goods purporting to be represented by any documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of the goods from that expressed in the documents; the validity, sufficiency or genuineness of any documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent, or forged; the time, place, manner or order in which shipment is made; partial or incomplete shipment, or failure or omission to ship any or all of the goods referred to in the Letters of Credit or documents; any deviation from instructions, delay, default, or fraud by the shipper and/or any one else in connection with the Collateral or the shipping thereof; or any breach of contract between the shipper or vendors and Borrower. (h) Any necessary import, export or other licenses or certificates for the import or handling of the Collateral will have been promptly procured; all foreign and domestic governmental laws and regulations in regard to the Sublet Premises caused shipment and importation of the Collateral or the financing thereof will have been promptly and fully complied with; any certificates in that regard that Agent may at any time request will be promptly furnished. In this connection, Borrower warrants and represents that all shipments made under any such Letters of Credit are in accordance with the governmental laws and regulations of the countries in which the shipments originate and terminate, and are not prohibited by Sublessee any such law and regulations. Borrower assumes all risk, liability and responsibility for, and agrees to pay and discharge all present and future local, state, federal or Sublessee's employeesforeign taxes, contractors, invitees or licenseesduties, or on levies. Any embargo, restriction, laws, customs or regulations of any country, state, city or other political subdivision where the Collateral is or may be located or wherein payments are to be made or wherein drafts may be drawn, negotiated, accepted, or paid shall be solely at Borrower's risk, liability and responsibility. (i) Each Lender shall to the extent of the percentage amount equal to the product of such Lender's Commitment Percentage times the aggregate amount of all disbursements made with respect to the Letters of Credit be deemed to have irrevocably purchased an undivided participation in each Revolving Loan made as a consequence of such disbursement. In the event that at the time a disbursement is made the unpaid balance of Revolving Loans exceeds or would exceed, with the making of such disbursement, the lesser of the Revolving Loan Commitment or the Borrowing Base, and such disbursement is not reimbursed by Borrower within two (2) Business Days, Agent shall promptly notify each Lender and upon Agent's demand each Lender shall pay to Agent such Lender's proportionate share of such unreimbursed disbursement together with such Lender's proportionate share of Agent's unreimbursed costs and expenses relating to such unreimbursed disbursement. Upon receipt by Agent of a repayment from Borrower of any amount disbursed by Agent for which Agent had already been reimbursed by the Lenders, Agent shall deliver to each of the Lenders that Lender's pro rata share of such repayment. Each Lender's participation commitment shall continue until the last to occur of any of the following events: (A) Agent ceases to be obligated to issue or cause the issuance of Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than Borrower) have been fully reimbursed for all payments made under or relating to Letters of Credit. (j) The obligations of a Lender to make payments to the Agent for the account of the Agent or the L/C Issuer with respect to a Letter of Credit shall be irrevocable, without any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the Other Agreements; (ii) the existence of any claim, setoff, defense or other right which Borrower may have at any time against a beneficiary named in such Letter of Credit or any transferee of such Letter of Credit (or any Person for which any such transferee may be acting), the Agent, L/C Issuer, any Lender, or any other damages suffered person, whether in connection with this Agreement, such Letter of Credit, the transactions contemplated herein or any related transactions (including any underlying transactions between Borrower or any other party and the beneficiary named in such Letter of Credit); (iii) any draft, certificate or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement or any of the Other Agreements; (v) any failure by Sublessor the Agent to provide any notices required pursuant to this Agreement relating to such Letter of Credit; (vi) any payment by the L/C Issuer under any of the Letters of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit (if, in the good faith opinion of the L/C Issuer, such prepayment is deemed to be appropriate); or (vii) the occurrence of any Default or Event of Default, PROVIDED, HOWEVER, that after paying in full its reimbursement obligation hereunder, nothing herein shall adversely affect the right of Borrower or any Lender, as the case may be, to commence any proceeding against such L/C Issuer for any wrongful disbursement made by such L/C Issuer under a Letter of Credit as a result of Sublessee's default hereunder acts or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises omissions constituting gross (not mere) negligence or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration of the Letter of Credit that it replaces; (b) is in the required amount; (c) is willful misconduct on the same terms and conditions as the Letter part of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionsuch L/C issuer.

Letter of Credit. Within ten the Lessee shall be entitled, instead of paying the Security Deposit in cash in accordance with sub-clause (10a) days of above, to provide the date hereof, Sublessee shall provide Sublessor Lessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "Letter of Credit"). In the event that the Lessee elects to provide the Letter of Credit, in form and substance reasonably acceptable to Sublessor, and which the following provisions shall not expire until or shall be renewed beyond the later to occur of apply: (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee Lessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply cause the Letter of Credit against to be renewed or replaced by the issuing bank not later than 10 Business Days before the expiration of such Letter of Credit, and shall cause the Letter of Credit to remain in effect, as renewed, until 90 days after the scheduled Expiry Date. (ii) If an Event of Default occurs and for as long as it continues, the Lessor may (but shall not be obliged to) call on the Letter of Credit and use or apply the proceeds in or towards satisfaction of any Rents or other charges in arrears, sums due and payable to the Lessor under this Agreement or to repair damage to compensate the Sublet Premises caused by Sublessee Lessor for any sums which it may, in its discretion, advance or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor expend as a result of Sublessee's any such Event of Default. Notwithstanding any such use or application by the Lessor, the Lessee shall remain in default hereunder under this Agreement until the full amount owed by the Lessee, including interest accrued thereon pursuant to Clause 5.9, shall have been paid to the Lessor. If the Lessor so uses or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession applies all or any portion of the Sublet Premises or other remedies amount available on account of Sublessee's default or any other reason shall not be affected by under the fact that Sublessor holds such Letter of Credit. If Sublessee , the Lessee shall fail to deliver immediately, on demand of the Letter Lessor, procure the issue of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if acceptable to the new Lessor for an amount equal to the amount so used or applied, or shall pay to the Lessor an amount in cash equal to the amount so used or applied to be held pursuant to Clause 5.1(a). (iii) The Letter of Credit (a) becomes effective at least thirty (30) days before shall be returned to the termination or expiration of the Letter of Credit that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretion.Lessee within five Business Days of

Letter of Credit. Within ten (10) days of Subject to the date terms and conditions hereof, Sublessee shall provide Sublessor with an irrevocable standby letter Borrower may at any time from time to time between the Closing Date and the Letter of credit in Credit Termination Date request LC Issuer to issue, increase the amount of $102,191.25 (the "or otherwise amend or extend, one or more Letters of Credit, provided that, after taking such Letter of Credit")Credit into account: (a) the aggregate amount of the Outstanding Revolving Loans, in form Swing Line Loans and substance reasonably acceptable Letters of Credit does not exceed the lesser of (i) the aggregate Revolving Commitments of all of Lenders and (ii) (A) the Borrowing Base at such time minus (B) the outstanding principal amount of the loans under the MGP/UPS Credit Facility; (b) the aggregate amount of LC Obligations at such time does not exceed the LC Sublimit; (c) the expiration date of such Letter of Credit (as extended, if applicable) is prior to Sublessor, and which shall not expire until or shall be renewed beyond the later earliest to occur of (i) sixty (60) days 12 months after the expiration or sooner termination of this Sublease or issuance thereof, and (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against Termination Date; (d) such Letter of Credit is to be used for general business purposes of the Borrower or any Rents Subsidiary; (e) such Letter of Credit is not directly or indirectly used to assure payment of or otherwise support any Indebtedness of any Person other charges than Indebtedness of any Loan Party (for the avoidance of doubt, such Letter of Credit may be used to assure payment of a contractual obligation of an Unrestricted Subsidiary incurred in arrearsthe ordinary course of business that does not constitute Indebtedness); (f) the issuance of such Letter of Credit will be in compliance with all applicable governmental restrictions, or policies, and guidelines and will not subject LC Issuer to repair damage any cost that is not reimbursable under §4; (g) the form and terms of such Letter of Credit are acceptable to LC Issuer in its discretion; and (h) all other conditions in this Agreement to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account issuance of such Letter of Credit have been satisfied. LC Issuer will honor any other damages suffered by Sublessor such request if the foregoing conditions (a) through (h) (the “LC Conditions”) have been met as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account date of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds issuance of such Letter of Credit. If Sublessee LC Issuer may choose to honor any such request for any other Letter of Credit but has no obligation to do so and may refuse to issue any other requested Letter of Credit for any reason that LC Issuer in its discretion deems relevant. Notwithstanding anything to the contrary contained herein, LC Issuer shall fail not at any time be obligated to deliver issue, amend, renew or extend any Letter of Credit if any Lender is at that time a Defaulting Lender, unless LC Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to LC Issuer (in its discretion) with Borrower or such Lender to eliminate LC Issuer’s actual or potential Fronting Exposure (after giving effect to §14.5(e)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Obligations as aforesaidto which LC Issuer has actual or potential Fronting Exposure, Sublessor shall have the right to terminate this Sublease immediatelyas it may elect in its discretion. Sublessee may, Borrower may also from time to time, replace any time between the Closing Date and the Letter of Credit Termination Date request that LC Issuer extend the expiration date of an existing Letter of Credit with a new Letter of Credit if the new or modify an existing Letter of Credit (other than an increase or extension) and LC Issuer will honor such request if the LC Conditions set forth in subsection (a) becomes effective through (h) of this §2.10 are met and no Default exists at least thirty the time of such request. LC Issuer shall have at all times the benefits and immunities (30i) days before the termination provided to Agent in §14 with respect to any acts taken or expiration of the Letter omissions suffered by LC Issuer in connection with Letters of Credit that issued by it replaces; (b) is in the required amount; (c) is on the same terms or proposed to be issued by it and conditions as the Letter documents pertaining to such Letters of Credit it replaces; (d) is issued by a bank having as fully as if the same term “Agent” as used in §14 included LC Issuer with respect to such acts or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; omissions, and (fii) as additionally provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionherein with respect to LC Issuer.

Letter of Credit. Within ten (10a) days of If, under the date hereofLease, Sublessee shall Lessee is required or elects to provide Sublessor Lessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "a Letter of Credit"), such Letter of Credit will be issued and payable by a Pre-Approved Bank or another bank acceptable to Lessor in its sole and absolute discretion and substantially in the form of Schedule 13 and otherwise in form and substance reasonably acceptable to SublessorLessor in its sole and absolute discretion. (b) The Letter of Credit may have a validity period or periods ending prior to the Required LC Expiry Date, and which shall not expire until or shall be renewed beyond the later to occur of provided that (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents shall, in each case, be renewed, extended or other charges reissued and delivered to Lessor not later than 30 Business Days prior to its expiry; and (ii) a Letter of Credit shall remain in arrears, or to repair damage force at all times up to the Sublet Premises caused by Sublessee Required LC Expiry Date. Lessee acknowledges and agrees that its failure to renew, extend or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver reissue the Letter of Credit when and as aforesaidprovided in the foregoing sentence shall constitute an immediate Event of Default, Sublessor which shall have the right entitle Lessor to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration of immediately draw upon the Letter of Credit that it replaces; (b) is in the required amount; full amount thereof. (c) is on If at any time during the same terms Term, Lessor determines in its sole and conditions as absolute discretion that the current issuing or confirming bank for the Letter of Credit it replaces; is no longer an acceptable issuing or confirming bank (d) is issued whether by virtue of a bank having the same or better material adverse change in its financial condition, a decrease in any credit rating as of its long-term unsecured debt obligations, or for any other reason), Lessee shall within five (5) Business Days after the bank that issued date of any such notice from Lessor cause the Letter of Credit it replaces and that is otherwise reasonably to be replaced by a Letter of Credit issued by another bank acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; Lessor in its sole and absolute discretion and (fif requested by Lessor in its sole and absolute discretion) provided that Sublessee first obtains the prior written consent such replacement Letter of Sublessor, which consent may be withheld Credit is confirmed by another bank acceptable to Lessor in Sublessor's its sole and absolute discretion. (d) If Lessor makes a drawing under the Letter of Credit, Lessee shall, following a demand in writing by Lessor, immediately cause the maximum amount available for drawing under the Letter of Credit to be restored to the level at which it stood immediately prior to such drawing.

Letter of Credit. Within ten (10a) days The following terms shall apply to the Letter of Credit: (i) Subject to the terms and conditions set forth herein, (A) the Issuing Lender agrees (1) upon the written request of the date hereofBorrower, Sublessee shall provide Sublessor to issue to the Beneficiary on the Closing Date, for the account of the Loan Parties, one irrevocable and non-transferable An [*] represents confidential information that has been omitted and filed separately with an irrevocable the Securities and Exchange Commission. standby letter of credit in the amount of $102,191.25 (the "“Letter of Credit"”), in form and substance reasonably acceptable (2) to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements honor drawings under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges upon the delivery of a duly executed sight draft and a duly executed Draw Certification Notice; and (B) the Lenders severally agree to participate in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace and any existing drawings thereunder in accordance with Section 2.01(c). (ii) The Letter of Credit shall (A) be denominated in Dollars, (B) have a face amount not exceeding the Total Commitment, (C) be issued on the Closing Date, (D) have an expiry date of not later than the tenth (10th) anniversary of the Closing Date, and (E) support only the reinsurance obligations of the Borrower to the Beneficiary under the Reinsurance Agreement in respect of the Covered Liabilities. The Letter of Credit shall be utilized in accordance with a new the terms and conditions applicable to it in this Agreement, the Reinsurance Agreement and the Beneficiary Letter Agreement. (iii) Anything contained in this Agreement to the contrary notwithstanding, the Issuing Lender shall not be under any obligation to issue the Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the new Issuing Lender from issuing the Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular. (iv) The Issuing Lender shall not amend the Letter of Credit (aA) becomes effective at least thirty (30) days before the termination or expiration of the Letter of Credit that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains without the prior written consent of Sublessorthe Lenders (such consent not to be unreasonably withheld, which it being understood that it shall not be unreasonable for the Lenders to withhold their consent may if any such amendment would reasonably be withheld expected to have an adverse affect on the Lenders hereunder) or (B) if (x) the Issuing Lender would have had no obligation to initially issue the Letter of Credit in Sublessor's sole discretionits amended form under the terms hereof, or (y) the Beneficiary does not accept the proposed amendment to the Letter of Credit.

Letter of Credit. Within ten (10i) days As of the date hereofClosing Date, Sublessee Newco shall, and Collegium shall provide Sublessor with cause Newco to, deliver to Depomed an irrevocable standby letter of credit in the amount of $102,191.25 from a nationally recognized financial institution (the "Letter of Credit"“Financial Institution”), in form and substance reasonably acceptable to SublessorDepomed, in favor of Depomed (the “Letter of Credit”) in an aggregate amount of Thirty-Three Million Seven Hundred Fifty Thousand Dollars ($33,750,000) (the “Maximum Stated Value”), to be issued pursuant to a master agreement in form and substance reasonably acceptable to Depomed (the “Master Letter of Credit Agreement”, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply together with the Letter of Credit against any Rents or other charges in arrearsCredit, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the “Letter of Credit as aforesaid, Sublessor Documents”). Depomed shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing draw upon the Letter of Credit with Credit, up to the Maximum Stated Value, in the event that there is a new Letter shortfall in the Minimum Quarterly Payment made to Depomed by Collegium pursuant to Section 7.3(a) hereof, solely to the extent of Credit if such quarterly shortfall as determined in good faith by Depomed (a “Quarterly Shortfall”), provided that Collegium does not pay the new Letter amount of Credit such Quarterly Shortfall to Depomed within forty-five (a) becomes effective at least thirty (3045) days before after the termination or expiration last day of such calendar quarter. (ii) At any time prior to the Expiration Date (as defined below), Depomed may provide a written notice to the Financial Institution and Newco asserting a Quarterly Shortfall (the “Claim Notice”). The Claim Notice shall state the amount of such Quarterly Shortfall (the “Claim Amount”). Following its receipt of a Claim Notice, the Financial Institution shall permit Depomed to draw upon the Letter of Credit that it replaces; (b) is in the required amount; (c) is on amount of the same terms Claim Amount and conditions as shall deliver the applicable funds under the Letter of Credit it replaces; in accordance with the Claim Notice. (diii) is issued by a bank having the same or better credit rating as the bank that issued Newco shall, and Collegium shall cause Newco to, maintain the Letter of Credit it replaces and in effect until the earliest of (A) 5:00 p.m. eastern time on the day that is otherwise reasonably acceptable sixty-one (61) days after the fourth anniversary of the Closing Date, (B) the date on which the Financial Institution honors a drawdown on the Letter of Credit which exhausts the Maximum Stated Amount and (C) the termination of this Agreement by either party ((A), (B) or (C), the “Expiration Date”). For clarity, if there is any drawdown on the Letter of Credit pursuant to Sublessorthis Section 7.7(a)(iii); (e) otherwise complies , Newco shall not be obligated, and Collegium shall not be obligated to cause Newco to, reissue the Letter of Credit at the full Maximum Stated Value or at any value. Further, if there is any drawdown on the Letter of Credit pursuant to this Section 7.7(a)(iii), Newco shall not be obligated, and Collegium shall not be obligated to cause Newco, to maintain the Letter of Credit in an aggregate amount of the Maximum Stated Value for the term of this Agreement. Certain information in this document has been omitted and filed separately with the requirements of this Section 19; Securities and (f) provided that Sublessee first obtains Exchange Commission. Confidential treatment has been requested with respect to the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionomitted portions marked [***].

Letter of Credit. Within ten (10) days of the date hereof, Sublessee shall provide Sublessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "A Letter of Credit"Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of any Letter of Credit the Borrower shall be deemed to represent and warrant that), in form and substance reasonably acceptable after giving effect to Sublessorsuch issuance, and which shall not expire until amendment, renewal or shall be renewed beyond the later to occur of extension, (i) sixty (60) days after the expiration or sooner termination Applicable Fronting Exposure of this Sublease or each Issuing Bank shall not exceed its Revolving Commitment, (ii) sixty the aggregate Revolving Exposures shall not exceed the aggregate Revolving Commitments and (60iii) days after Sublessee the aggregate LC Exposure shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply exceed the Letter of Credit against Sublimit. No Issuing Bank shall be under any Rents obligation to issue any Letter of Credit if (i) any order, judgment or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account decree of any other damages suffered by Sublessor as a result of Sublessee's default hereunder Governmental Authority or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of arbitrator shall enjoin or restrain such Issuing Bank from issuing the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee , or any law applicable to such Issuing Bank any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall fail to deliver prohibit the issuance of letters of credit generally or the Letter of Credit as aforesaid, Sublessor in particular or shall have the right impose upon such Issuing Bank with respect to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration of the Letter of Credit that it replaces; any restriction, reserve or capital requirement (bfor which such Issuing Bank is not otherwise compensated hereunder) is not in the required amount; (c) is effect on the same terms Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and conditions which such Issuing Bank in good fxxxx xxxxx material to it, (ii) except as otherwise agreed by the Administrative Agent and the such Issuing Bank, the Letter of Credit it replaces; is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit , (diii) the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally or (iv) any Lender is issued by at that time a bank having Defaulting Lender, if after giving effect to Section 2.22(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding, unless such Issuing Bank has entered into arrangements, including the same delivery of cash collateral, reasonably satisfactory to such Issuing Bank with the Borrower or better credit rating as the bank that issued such Lender to eliminate such Issuing Bank’s Defaulting Lender Fronting Exposure arising from either the Letter of Credit it replaces then proposed to be issued or such Letter of Credit and that is otherwise reasonably acceptable all other LC Exposure as to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionsuch Issuing Bank has Defaulting Lender Fronting Exposure.

Letter of Credit. Within ten (10a) days The Vendor shall secure its obligations under Section 9.2(c), insofar as it relates to a Purchase Agreement Default in respect of Section 5.1(ii), and Section 9.2(d) by providing the date hereof, Sublessee shall provide Sublessor Purchaser with an irrevocable standby letter of credit in the amount of $102,191.25 (the "a Letter of Credit"), in form and substance reasonably acceptable Credit naming the Purchaser as beneficiary for an amount equal to Sublessorthe LC Amount. Such Letter of Credit shall be delivered to the Purchaser concurrently with the execution of this Agreement, and which the Vendor shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply maintain the Letter of Credit against any Rents or other charges in arrearseffect, or including by way of renewals for the entire LC Claim Period, from time to repair damage time prior to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or its expiry date. The Purchaser will be entitled to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds present such Letter of Credit for payment if it provides the Vendor with a Notice of Claim for Indemnified Losses pursuant to Section 9.2(c), insofar as it relates to a Purchase Agreement Default in respect of Section 5.1(ii), or Section 9.2(d) but only to the extent of such Indemnified Losses or if a renewal Letter of Credit is not provided by the Vendor to the Purchaser at least 30 days prior to the expiry of the then outstanding Letter of Credit. If Sublessee ; provided, that, the Vendor shall fail to deliver maintain the Letter of Credit as aforesaid, Sublessor shall for the full LC Amount in effect for the entire LC Claim Period notwithstanding that the Purchaser may have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing presented a Letter of Credit with a new Letter of Credit if for payment earlier in the new Letter of Credit (a) becomes effective at least thirty (30) days before LC Claim Period. At any time after the termination or expiration Closing Date, the Vendor may, in lieu of the Letter of Credit Credit, secure its obligations under Section 9.2(c), by providing environmental insurance wherein the insurer (who shall be satisfactory to the Purchaser, acting reasonably) agrees to unconditionally indemnify, for the remainder of the LC Claim Period, PEC, the Purchaser and the Purchaser's Affiliates for any Non-PNG Related Environmental Liabilities on terms satisfactory to the Purchaser, acting reasonably, having regard to all information (the "non-PNG information") that it replacesthe Purchaser as of the Signing Date or at any time thereafter has in respect of non-Canadian petroleum and natural gas exploration, development and production operations carried out by any one or more of PEC or any of its predecessors or subsidiaries of predecessors; provided, however, that the Vendor shall be solely liable for all premiums and related costs associated with such insurance. The Purchaser shall grant reasonable access to the non-PNG information to any such insurer. (b) is Section 9.8(a) shall not impair, effect or limit in any way whatsoever the required amount; (c) is on rights and remedies of the same terms Purchaser and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is its Additional Indemnities otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of available in this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionArticle 9.

Letter of Credit. Within ten (10) days As a condition to the entry into this Agreement, Assignee is simultaneously causing the delivery to Lessor of the date hereofan original, Sublessee shall provide Sublessor with an unconditional and irrevocable standby letter Letter of credit Credit, in the amount of $102,191.25 form and content satisfactory to Lessor, in its sole discretion (the "Letter of Credit"), issued by NationsBank of Florida, N.A. (the "Bank") in form and substance reasonably acceptable to Sublessorthe original amount of $300,000, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold serve as security for the faithful performance by Sublessee of all its covenants and agreements Assignee's obligations under this Subleasethe Lease. Sublessor shall have In the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account event of any other damages suffered default by Sublessor as a result of Sublessee's default hereunder Assignee under the Lease beyond any applicable grace or cure period, Lessor, without further notice to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaiddemand upon Assignee, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace draw upon all or any existing portion of the funds evidenced by the Letter of Credit with a new in amounts representing all or any portion of amounts then owing to Lessor under the Lease. In the event that (i) Lessor receives written notice from the Bank that the Letter of Credit if shall not be renewed in the new Letter of Credit full amount thereof, (aii) becomes effective at least thirty (30) there is for any other reason less than 30 days before remaining prior to the termination or then expiration date of the Letter of Credit or (iii) Lessor, in its reasonable judgment, determines that it replaces; (b) is in the required amount; (c) is on financial ability of the same terms and conditions as Bank to fund under the Letter of Credit it replaces; (d) is issued by a bank having in question, then, and in any of such events, Lessor shall have the same or better credit rating as right to draw down the bank that issued full amount of the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies hold the proceeds thereof as a cash security deposit by Assignee under the Lease, with the requirements same rights to draw down upon the same as were previously enjoyed with respect to the Letter of Credit itself. The Letter of Credit, or such cash security deposit, or such portions of either as may then be remaining, shall be returned to Assignee only upon the expiration or earlier termination of the Lease, but then only after all amounts which are owing or which could become owing to Lessor under the Lease have been fully paid therefrom to Lessor. Wherever the term "Letter of Credit" is used above, it shall be deemed to refer to the original Letter of Credit delivered simultaneously with the execution of this Section 19; Agreement and each substitute thereof (f) provided that Sublessee first obtains the prior written consent whether substitution occurs on account of Sublessorrenewals, which consent may be withheld in Sublessor's sole discretionreductions after draws have been made or otherwise).

Letter of Credit. Within ten (10a) days Subject to all the terms and conditions hereof and satisfaction of all conditions precedent to borrowing under this Agreement and so long as no Potential Default or Event of Default is in existence, at the Borrower's request Xxxxxx shall issue letters of credit (individually, an "L/C" and collectively the "L/Cs") for the account of the date Borrower in an aggregate amount not to exceed $5,000,000, subject to availability under the Revolving Credit, and the Banks hereby agree to participate therein as more fully described in Section 1.7 hereof, Sublessee . Each L/C shall provide Sublessor with be issued pursuant to an irrevocable standby application and agreement for letter of credit (individually, an "L/C Agreement" and collectively the "L/C Agreements") in the amount form of $102,191.25 (the "Letter Exhibit C hereto, shall consist of Credit")a standby or trade letter of credit, shall be in form and substance reasonably acceptable to SublessorXxxxxx and the Banks, and which shall have an expiry date not expire until or more than one year from the date of issuance thereof, subject to annual renewals (but in no event later than the Termination Date). The aggregate amount available to be drawn under all L/Cs issued pursuant hereto shall be renewed beyond deducted from the later credit otherwise available under the Revolving Credit. In consideration of the issuance of L/Cs the Borrower agrees to occur pay Xxxxxx for the benefit of the Banks a fee (the "L/C Participation Fee") in the amount per annum equal to the Applicable Margin (but not to exceed 1% in any event) for Eurodollar Loans (computed on the basis of a 360 day year and actual days elapsed) of the face amount for each L/C issued for the account of the Borrower hereunder. In addition, the Borrower shall pay Xxxxxx (x) a fee (the "L/C Issuance Fee") in the amount per annum equal to (i) sixty for standby L/Cs, one-eighth of one percent (600.125%) days after of the expiration or sooner termination stated amount of this Sublease or each standby L/C issued hereunder and (ii) sixty (60) days after Sublessee shall have fully vacated for commercial L/Cs, the Sublet Premises, which Sublessor will hold customary issuance fee for commercial L/Cs as security for the faithful performance may be established by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, Xxxxxx from time to time, replace any existing Letter and (y) such drawing, negotiation, amendment and other administrative fees in connection with each L/C as may be established by Xxxxxx from time to time (the "L/C Administrative Fee"). All L/C Issuance Fees and L/C Participation Fees shall be payable quarterly in arrears on the last day of Credit with a new Letter each December, March, June and September commencing September 30, 1998 and on the Termination Date, and all L/C Administrative Fees shall be payable on the date of Credit if issuance of each L/C hereunder and on the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration of the Letter of Credit that it replaces; date required by Xxxxxx. (b) is The Agent shall give prompt telephone, telex, or telecopy notice to each Bank of each issuance of, or amendment to, an L/C specifying the effective date of the L/C or amendment, the amount, the beneficiary, and the expiration date of the L/C, in each case as established originally or through the required amount; (c) is on relevant amendment, as applicable, the same terms account party or parties for the L/C, each Bank's pro rata participation in such L/C and conditions whether the Agent has classified the L/C as the Letter a commercial, performance, or financial letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionfor regulatory reporting purposes.

Letter of Credit. Within ten Lessee shall (10i) days maintain in effect at all times a letter of credit, in form and substance satisfactory to the Lessors, issued by NationsBank of Texas, N.A., or such other financial institution satisfactory to the Lessors, for the benefit of the date hereof, Sublessee Agent and in a face amount not less than the maximum Rent payable under the Lease in any quarter and (ii) shall provide Sublessor with an irrevocable standby cause such letter of credit to be delivered to the Agent. The proceeds of any drawing under any such letter of credit shall be deposited in the Deposit Account (as defined in Section 5(f)(i) of the Security Agreement), and held (together with all earnings therein) as security for the obligations of the Lessee under the Lease and for the benefit of the Agent and the ratable benefit of the Lessors, and all funds in the Deposit Account shall be applied to Rent payments when due in the order of maturity, provided that during the continuance of an Event of Default, all such funds, including any earnings thereon, shall be applied to any amounts owing under the Lease, with the allocation thereof to be made as the Agent determines in its sole discretion. All such funds, and earnings thereon, shall remain in the Deposit Account until all obligations (other than Surviving Indemnities) under the Lease are paid in full. Notwithstanding the provisions of any such letter of credit, in lieu of any automatic renewal of such letter of credit, Lessee may cause the letter of credit to be renewed (i) in a decreased face amount so long as the face amount is not less than the maximum Rent payable under the Lease in any future quarter, and/or (ii) with a renewal period in excess of six months (or, if shorter, for a period extending 30 days beyond the maximum Lease Term as then permitted under the terms of the Lease). Upon termination of the Lease and the payment in full of all obligations (other than Surviving Indemnities) under the Lease, the Agent shall return any such letter of credit, to the extent undrawn, to the issuer thereof for cancellation. Any such letter of credit shall not be drawn solely because of nonrenewal if the Lease is due to terminate at least 30 days prior to the expiration date of the letter of credit." (e) Section 9.10 is amended to read in its entirety as follows: "As compensation for the performance of Agent's obligations hereunder, Lessee shall pay to Agent (a) for the first year of the Lease Term, on the Initial Delivery Date, a fee in the amount of $102,191.25 15,000 and (b) for each year thereafter during the "Letter of Credit")Lease Term, in form and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession each anniversary of the Sublet Premises or other remedies available on account Initial Delivery Date an annual fee in the amount of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds $20,000 (such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit fee as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, payable from time to time, replace any existing Letter of Credit with a new Letter of Credit if time being the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration of the Letter of Credit that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor'Agency Fee'); (e) otherwise complies with the requirements of this Section 19; and ." (f) provided that Sublessee first obtains Section 11.4 is amended by deleting the prior written consent reference therein to "Consolidated Freightways, Inc., 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, Attn: Treasurer Fax: 415/000-0000." (g) The definition of Sublessor, which consent may be withheld "Interest Rate" in Sublessor's sole discretionSchedule X is amended by deleting the phrase "115 basis points" therein and substituting for such phrase the phrase "175 basis points." (h) Schedule X is amended by adding the following definitions:

Letter of Credit. Within ten At Lessee’s option, Lessee shall have a one (101) days of time right to replace the date hereof, Sublessee shall provide Sublessor cash Security Deposit with an irrevocable standby letter of credit in the amount of $102,191.25 (the "“Irrevocable Standby Letter of Credit"”, with an initial face value of One Hundred Forty-Four Thousand Seven Hundred Forty-Four and No/100 Dollars ($144,744.00) (the “Letter of Credit”), subject to the following terms and conditions: 5.4.1 The Letter of Credit shall be in favor of Lessor, and its successors and assigns, and shall be issued by a bank acceptable to Lessor with a Standard & Poors rating of “A” or better, shall comply with all of the terms and conditions of this Section 5.4 and shall otherwise be in form and substance reasonably acceptable to Sublessor, and which Lessor. The initial Letter of Credit shall not expire until have an expiration date of no earlier than twelve (12) months after the date issued. 5.4.2 The Letter of Credit or any replacement Letter of Credit shall be renewed beyond irrevocable for the later term thereof and shall automatically renew on a year to occur year basis until a period ending no earlier than two (2) months after expiration of the Initial Term (ithe “LOC Expiration Date”) without any action whatsoever on the part of Lessor; provided that the issuing bank shall have the right not to renew the Letter of Credit by giving written notice to Lessor not less than sixty (60) days after prior to the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration then current term of the Letter of Credit that it replaces; (b) is in does not intend to renew the required amount; (c) is on Letter of Credit. Lessee understands that the same terms and conditions as election by the issuing bank not to renew the Letter of Credit it replaces; (d) is issued by a bank having shall not, in any event, diminish the same obligation of Lessee to deposit the Security Deposit or, in the alternative, maintain such an irrevocable Letter of Credit in favor of Lessor through the LOC Expiration Date. 5.4.3 Lessor shall have the right from time to time to make one or better credit rating as the bank that issued more draws on the Letter of Credit at any time that Lessor has the right to use all or a part of the Security Deposit pursuant to this Lease, and the proceeds may be applied as permitted under this Lease. 5.4.4 Lessee acknowledges and agrees (and the Letter of Credit shall so state) that the Letter of Credit shall be honored by the issuing bank, without inquiry, upon presentation by Lessor and regardless of whether Lessee disputes Lessor’s claim to such funds. 5.4.5 So long as Lessee is not in default under this Lease beyond applicable cure periods set forth in Section 29.1 below (in which event the Letter of Credit shall not be reduced as otherwise provided for herein), the Letter of Credit shall be reduced by the amounts set forth below on the corresponding first day of each month of the Lease Term set forth below (except that for month 65 of the Lease Term, the reduction shall be effective as of the last day of said month): 13 $24,000.00 $ 120,744.00 25 $24,000.00 $ 96,744.00 37 $24,000.00 $ 72,744.00 49 $24,000.00 $ 48,744.00 61 $24,000.00 $ 24,744.00 65 $24,744.00 $ 0.00 5.4.6 In the event of a transfer of Lessor’s interest in the Premises, Lessor shall have the right to transfer the Letter of Credit to the transferee and Lessee shall take whatever action necessary to effectuate such transfer and thereupon the Lessor shall, without any further agreement between the parties, be released by Lessee from all liability therefor, and it replaces is agreed that the provisions hereof shall apply to every transfer or assignment of said Letter of Credit to a new landlord. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the LOC Expiration Date, or the issuing bank notifies Lessor that it shall not renew the Letter of Credit, Lessor shall accept a renewal thereof or substitute letter of credit (such renewal or substitute Letter of Credit to be in effect not later than thirty (30) days prior to the expiration of the initial Letter of Credit), irrevocable and that is otherwise reasonably automatically renewable through the LOC Expiration Date upon the same terms as the expiring Letter of Credit or upon such other terms as may be acceptable to Sublessor); Lessor. If, however, (ex) otherwise complies the Letter of Credit is not timely renewed, or (y) a substitute Letter of Credit, complying with all of the requirements terms and conditions of this Section 19; 5.4 is not timely received, Lessor may present such Letter of Credit to the issuing bank, and the entire sum so obtained shall be paid to Lessor and shall be held by Lessor in accordance with Section 5.1 above, and thereafter Lessee shall no longer have the right throughout the Lease Term to replace said cash security with another Letter of Credit. Furthermore, Lessor shall be entitled to prompt reimbursement by Lessee of any attorneys’ fees incurred by Lessor in connection with the review of any proposed substitute Letter of Credit. Notwithstanding anything to the contrary in this Section 5, in no event shall Lessee be entitled to satisfy its security obligations hereunder by combining both cash and the Letter of Credit, except as provided in Section 5.2 (fi.e., Lessee must either deliver to Lessor the entire Security Deposit in cash or, in the alternative, deliver to Lessor the Letter of Credit, it being the express intent of the parties that Lessee may not, for example purposes only, deliver to Lessor fifty percent (50%) provided that Sublessee first obtains of the prior written consent Security Deposit in cash and a Letter of Sublessor, which consent may be withheld in Sublessor's sole discretionCredit with a $100,000.00 initial face value).

Letter of Credit. Within ten (10) days In satisfaction of the date hereofSecurity Deposit obligation contained in Section 28.1 above, Sublessee Tenant shall provide Sublessor with an deliver to Landlord, and shall maintain in effect at all times during the Initial Term following delivery thereof, a clean, unconditional and irrevocable standby letter of credit credit, in substantially the form annexed hereto as Exhibit E (the “Letter of Credit”) in the amount of $102,191.25 the Security Deposit described in Article 1 hereof issued by Imperial Bank or another banking corporation (“Bank”) reasonably satisfactory to Landlord. Such letter of credit shall have an expiration date no earlier than the "Letter first anniversary of Credit"), in form the date of issuance thereof and substance reasonably acceptable to Sublessor, and which shall not expire until or it shall be automatically renewed beyond from year-to-year unless terminated by the later Bank by notice to occur of Landlord given not less than forty-five (i) sixty (6045) days after prior to the then expiration date therefor. It is agreed that in the event there exists an Event of Default in respect of any of the terms, covenants or sooner termination provisions of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet PremisesLease, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the rightincluding, but not limited to, the obligation, to apply the Letter payment of Credit against any Rents or other charges in arrearsRent, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account if any letter of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected credit is terminated by the fact Bank and is not replaced within thirty (30) days prior to its termination or expiration that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor (A) Landlord shall have the right to terminate require the Bank to make payment to Landlord of so much of the entire proceeds of the letter of credit as shall be reasonably necessary to cure the Event of Default (or the entire proceeds if notice of termination is given as aforesaid and the letter of credit is not replaced as aforesaid), and (B) Landlord may apply said sum so paid to it by the Bank to the extent required for the payment of Rent or any other sum as to which an Event of Default by Tenant exists or for any sum which Landlord may expend or may be required to expend by reason of an Event of Default by Tenant in respect of any of the terms, covenants and conditions of this Sublease immediatelyLease, including, but not limited to, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord, without thereby waiving any other rights or remedies of Landlord with respect to such Event of Default. Sublessee mayIf Landlord applies any part of the proceeds of a letter of credit, from time Tenant, upon demand, shall deposit with Landlord promptly the amount so applied or retained (or increase the amount of the letter of credit) so that the Landlord shall have the full deposit on hand at all times during the Term. If, subsequent to timea letter of credit being drawn upon, replace any existing Letter of Credit with a new Letter letter of Credit if credit meeting all the new Letter requirements set forth in this Section 28.2 is delivered to Landlord, any proceeds of Credit (a) becomes effective at least the former letter of credit then held by Landlord shall be promptly returned to Tenant. If Tenant shall fully and faithfully comply with all of the terms, covenants and provisions of this Lease, any letter of credit, or any remaining portion of any sum collected by Landlord hereunder from the Bank, together with any other portion or sum held by Landlord as security, shall be returned to Tenant within thirty (30) days before after the termination or expiration last day of the Letter of Credit that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements Initial Term of this Section 19; Lease. In the event of an assignment by Landlord of its interest under this Lease, Landlord shall have the right to transfer the security to the assignee, and (f) provided Tenant agrees to look to the new Landlord solely for the return of said security and it is agreed that Sublessee first obtains the prior written consent provisions hereof shall apply to every transfer or assignment made of Sublessor, which consent may be withheld in Sublessor's sole discretionthe security to a new Landlord.

Letter of Credit. Within ten (10a) days Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C UNDERTAKING") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrower. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date hereofof issuance, Sublessee shall provide Sublessor with amendment, renewal, or extension) a notice requesting the issuance of an irrevocable standby letter L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of credit in issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of $102,191.25 such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the "beneficiary of the Underlying Letter of Credit", as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (i) the Letter of Credit Usage would exceed the Borrowing Base less the amount of outstanding Advances, or (ii) the Letter of Credit Usage would exceed $5,000,000, or (iii) the Letter of Credit Usage would exceed the Maximum Revolver Amount less the then extant amount of outstanding Advances. Borrower and the Lender Group acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance reasonably acceptable to Sublessorthe Issuing Lender (in the exercise of its Permitted Discretion), and which shall not expire until or shall including the requirement that the amounts payable thereunder must be renewed beyond the later payable in Dollars. If Issuing Lender is obligated to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements advance funds under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee , Borrower immediately shall fail reimburse such L/C Disbursement to deliver Issuing Lender by paying to Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the Letter of Credit as aforesaiddate that such L/C Disbursement is made, Sublessor if Borrower shall have the right received written or telephonic notice of such L/C Disbursement prior to terminate this Sublease immediately. Sublessee may10:00 a.m., from time to California time, replace on such date, or, if such notice has not been received by Borrower prior to such time on such date, then not later than 11:00 a.m., California time, on the Business Day that Borrower receives such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Advances that are Base Rate Loans under SECTION 2.6. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrower's obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Agent of any existing Letter of Credit with a new Letter of Credit if payment from Borrower pursuant to this paragraph, Agent shall distribute such payment to the new Letter of Credit (aIssuing Lender or, to the extent that Lenders have made payments pursuant to SECTION 2.12(C) becomes effective at least thirty (30) days before to reimburse the termination or expiration of Issuing Lender, then to such Lenders and the Letter of Credit that it replaces; Issuing Lender as their interest may appear. (b) is in Promptly following receipt of a notice of L/C Disbursement pursuant to SECTION 2.12(A), each Lender with a Revolver Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the required amount; (c) is foregoing subsection on the same terms and conditions as if Borrower had requested such Advance and Agent shall promptly pay to Issuing Lender the amounts so received by it from the Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Lenders with Revolver Commitment, the Issuing Lender shall be deemed to have granted to each Lender with a Revolver Commitment, and each Lender with a Revolver Commitment shall be deemed to have purchased, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Lender agrees to pay to Agent, for the account of the Issuing Lender, such Lender's Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a Revolver Commitment hereby absolutely and unconditionally agrees to pay to Agent, for the account of the Issuing Lender, such Lender's Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrower on the date due as provided in clause (a) of this Section, or of any reimbursement payment required to be refunded to Borrower for any reason. Each Lender with a Revolver Commitment acknowledges and agrees that its obligation to deliver to Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this SECTION 2.12(B) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in SECTION 3 hereof. If any such Lender fails to make available to Agent the amount of such Lender's Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full. (c) Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Lender Group arising out of or in connection with any Letter of Credit; PROVIDED, HOWEVER, that Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. Borrower agrees to be bound by the Underlying Issuer's regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender's interpretations of any L/C issued by Issuing Lender to or for Borrower's account, even though this interpretation may be different from Borrower's own, and Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower's instructions or those contained in the Letter of Credit it replacesor any modifications, amendments, or supplements thereto. Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrower against such Underlying Issuer. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Group under any L/C Undertaking as a result of the Lender Group's indemnification of any Underlying Issuer; PROVIDED, HOWEVER, that Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. (d) is issued Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by a bank having the same or better credit rating as the bank that issued the such Underlying Issuer pursuant to such Underlying Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); accept and rely upon the Issuing Lender's instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (e) otherwise complies with Any and all charges, commissions, fees, and costs incurred by the requirements Issuing Lender relating to Underlying Letters of Credit shall be Lender Group Expenses for purposes of this Section 19Agreement and immediately shall be reimbursable by Borrower to Agent for the account of the Issuing Lender; it being acknowledged and agreed by Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (f) provided that Sublessee first obtains If by reason of (i) any change in any applicable law, treaty, rule, or regulation or any change in the prior written consent interpretation or application thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer or the Lender Group with any direction, request, or requirement (irrespective of Sublessorwhether having the force of law) of any Governmental Authority or monetary authority including, which consent Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (i) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (ii) there shall be imposed on the Underlying Issuer or the Lender Group any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto, (g) and the result of the foregoing is to increase, directly or indirectly, the cost to the Lender Group of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Lender Group, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower, and Borrower shall pay on demand such amounts as Agent may specify to be withheld necessary to compensate the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in Sublessor's sole discretionfull thereof at the Base Rate Loans. The determination by Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit. Within ten As security for Operator’s full, faithful and prompt performance of, and compliance with, all covenants, terms and conditions of this Concession Agreement on the part of Operator, Operator hereby agrees to deposit with Authority, at all times from and after a date no later than thirty (1030) days of from the date hereofEffective Date, Sublessee shall provide Sublessor with an a stand-by, irrevocable standby letter of credit (the “Letter of Credit”) for the benefit of Authority, in the form of Exhibit D hereto, DRAFT in a stated principal amount that is not less than the amount of the then-current annual MAG due hereunder, and issued by a national banking association or state chartered bank located in Kent County, or an adjacent county, in Michigan and subject to examination by federal authority of the United States of America, of good standing and having a combined capital and surplus aggregating not less than Five Hundred Million and No/100 Dollars ($102,191.25 (500,000,000.00). Operator shall provide to Authority, not less than 30 days prior to the "expiration date of such Letter of Credit"), in form and substance reasonably acceptable to Sublessor, and a replacement Letter of Credit which meets the requirements of this Section 19.1. A Letter of Credit shall remain on deposit with Authority for not expire until or shall be renewed beyond the later to occur of (i) sixty (60) less than 30 days after following the expiration of the Term or sooner earlier termination of this Sublease Concession Agreement, and, in addition to any and all other remedies available to it hereunder or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premisesotherwise, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor Authority shall have the right, but not the obligationat its sole option and at any time, to apply draw upon the Letter entire stated amount of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) including if Operator has failed to provide a replacement Letter of Credit prior to 30 days before the termination expiration date of the then current Letter of Credit) and to hold and apply any proceeds of such draw in excess of amounts then due to Authority as a cash deposit hereunder. Operator hereby agrees to the deposit of any such excess proceeds with Authority. In the event of the application of any of the proceeds of a Letter of Credit to amounts due to Authority from Operator hereunder, Operator shall, within two days after such application of all or expiration a portion of such proceeds, cause a replacement Letter of Credit that meets the requirements of this Section 19.1 to be issued for the benefit of Authority in the then-required stated amount of the Letter of Credit that it replaces; upon which Authority has drawn (b) is in and, upon receipt of such replacement Letter of Credit, Authority shall refund to Operator the required amount; (c) is on amount of any excess proceeds of the same terms and conditions as the prior Letter of Credit it replaces; (d) is issued then held by Authority). Authority shall have no obligation to draw upon a bank having Letter of Credit, and neither the same or better credit rating as existence of such right nor the bank that issued the holding of a Letter of Credit it replaces itself shall cure any default or breach on the part of Operator under this Concession Agreement. Within 30 days after the expiration of the Term or earlier termination of this Concession Agreement and upon request therefor by Operator, Authority will return the proceeds of any draw under a Letter of Credit to Operator, less any amounts then due from Operator to Authority under this Concession Agreement. Operator hereby waives any right to any interest which may be earned or accrued on the proceeds of a draw under a Letter of Credit during the Term and agrees that is otherwise reasonably acceptable Authority shall have no obligation to Sublessor); hold excess proceeds of a draw under a Letter of Credit in a segregated account. Authority may commingle such proceeds with its other funds. Performance Bond. Operator shall deliver to the Authority a performance bond and a labor and material payment bond (e“Bonds”) otherwise complies to be kept in force throughout the construction of the Initial Capital Improvements and for ninety (90) days thereafter. The Bonds shall be in the amount of the construction cost covering faithful performance of the Operator’s obligations hereunder and the payment of all obligations arising in connection with the requirements construction, free of this Section 19; liens upon the Premises. The bonds shall name the Authority as obligee, and (f) provided that Sublessee first obtains shall be written by surety companies qualified to do business in the prior written consent state of SublessorMichigan, which consent under proper certificate of authority, and in such form and with such sureties as the Authority may be withheld approve. Operator shall indemnify and hold Authority harmless from any monetary liens placed against the Premises for nonpayment of taxes, materials or labor in Sublessor's sole discretionconnection with construction.

Letter of Credit. Within ten (10a) days of This Debenture is the date hereof, Sublessee shall provide Sublessor with debenture referred to in an irrevocable standby letter of credit issued by Wachovia Bank, National Association (the "Bank") in favor of the Holder in an original amount of $102,191.25 2,400,000, a copy of which is annexed hereto as Annex A (the "Letter of Credit"), in form that will be secured by the proceeds from the sale of the Debentures to the Purchaser. The Company hereby acknowledges that the Holder and substance reasonably acceptable to Sublessor, and which shall not expire until or any subsequent Holder shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage entitled to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration benefits of the Letter of Credit and covenants and agrees that it replaces; (b) is in will not impair the required amount; (c) is on the same terms and conditions as Holder's rights under the Letter of Credit it replaces; and (dexcept to the extent provided in Section 2(b)) is issued by a bank having the same or better credit rating as the bank that issued shall maintain the Letter of Credit in full force and effect. (b) The Holder agrees that the face amount of the Letter of Credit shall be reduced from time to time pursuant to the terms set forth below: (i) subsequent to each Conversion Date, the face amount of the Letter of Credit shall be reduced on the date on which the Holder receives the Underlying Shares it replaces is entitled to receive subsequent to such Conversion Date pursuant to Section 6(e), by an amount equal to the principal amount of Debentures converted on such Conversion Date, less any Premium accrued and that payable up to such date; and (ii) the face amount of the Letter of Credit shall be reduced by an amount equal to the Prepayment Price paid by the Company pursuant to the delivery of a Company Prepayment Notice or Holder Prepayment Notice, as set forth in Section 8, upon receipt by the Holder of such payment. (c) The Holder shall, within five Trading Days of the occurrence of any of the events set forth in Section 2(b), provide the Bank with Exhibit C attached to the Letter of Credit indicating the occurrence of such event. (d) Upon the failure of the Company to timely pay to the Holder any amount which is otherwise reasonably acceptable then due and payable to Sublessor); the Holder under this Debenture, whether pursuant to Section 7, Section 8 or any other applicable Section herein, the Holder shall be entitled to draw on the Letter of Credit to the extent of any such payment or payments so due to the Holder. (e) otherwise complies with Any amounts received by the requirements Holder pursuant to a draw on the Letter of Credit shall be applied against all unsatisfied obligations of the Company under this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionDebenture.

Letter of Credit. Within ten (10i) days of On or prior to the date hereofClosing Date, Sublessee the Company shall provide Sublessor with obtain an irrevocable standby letter of credit (the “Letter of Credit”), in the amount of $102,191.25 10,000,000 issued in favor of Kings Road Investments Ltd. (the "“LC Agent”) by a bank acceptable to such LC Agent (the “Letter of Credit"), Credit Bank”) and in form and substance reasonably acceptable to Sublessorsuch LC Agent. The Letter of Credit, and which including any renewals, extensions or replacements referred to below, shall expire not expire until or shall be renewed beyond the later to occur of (i) sixty (60) earlier than 91 days after the expiration 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) any of the Notes, the LC Agent shall be entitled to draw under the Letter of Credit, including any renewals, extensions or sooner termination replacements referred to below, for the full Letter of this Sublease or Credit Amount (iias defined in the Notes) sixty (60) days after Sublessee then available thereunder, it being understood that the LC Agent shall have fully vacated act for the Sublet Premises, which Sublessor will benefit of the Buyers on a pro rata basis based on the principal amount of the Notes held by each of the Buyers and hold such amount as collateral security for the faithful performance by Sublessee of all its covenants and agreements obligations under this Sublease. Sublessor shall have the right, but not Notes for the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession benefit of the Sublet Premises Buyers. The Company shall obtain such renewals, extensions or other remedies available on account replacements of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have necessary to ensure that the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new shall not expire prior to the LC Expiration Date (unless the Letter of Credit if shall have been reduced to zero in accordance with the new Letter of Credit (aterms contained in this Section 4(q) becomes effective prior to such date). If, at least thirty (30) days before any time, the termination Company cannot obtain a renewal, extension or expiration replacement of the Letter of Credit such that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; will expire prior to the LC Expiration Date (d) is issued by a bank having “Withdrawal Event”), the same or better credit rating as the bank that issued Company and the Letter of Credit it replaces Bank shall each give the LC Agent written notice of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit. Following a Withdrawal Event, the LC Agent shall be entitled to draw down the Letter of Credit Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Notes) and that is otherwise hold such amount as collateral security for the obligations under the Notes for the benefit of the Buyers. (ii) If more than $5 million of the Notes are converted, redeemed or amortized pursuant to the terms of the Notes, the Company shall promptly deliver a notice to the LC Agent (the “LC Reduction Notice”), certifying as to the occurrence of such event, the aggregate principal amount then outstanding under the Notes, and the amount by which the Letter of Credit Amount shall be reduced, such reduction amount to equal one-half of the difference between $15 million and the aggregate principal amount of the Notes then outstanding. After delivery of the initial LC Reduction Notice, if the outstanding principal amount of the Notes has been reduced by $2 million or more from the time of the prior LC Reduction Notice, the Company may deliver a subsequent LC Reduction Notice to the LC Agent certifying as to the occurrence of such event, the aggregate principal amount then outstanding under the Notes, and the amount by which the Letter of Credit Amount shall be reduced, such reduction amount to equal the difference between (A) one-half of the difference between (i) $15 million and (ii) the aggregate principal amount of the Notes then outstanding and (B) the aggregate amount of any prior reductions of the Letter of Credit Amount. Within 10 days of the receipt of any such LC Reduction Notice, the LC Agent shall issue a written instruction to the Letter of Credit Bank to request the reduction of the Letter of Credit Amount to the Company as set forth in the LC Reduction Notice. (iii) Notwithstanding the foregoing, if the LC Agent reasonably acceptable to Sublessor); (e) otherwise complies disagrees with the requirements contents of a LC Reduction Notice or the Company disagrees with any action taken or omitted to be taken by the LC Agent, such party shall use the dispute resolution procedures contained in Section 25 of the Notes. (iv) Kings Road Investments Ltd. is hereby appointed as the LC Agent for the Buyers hereunder, and each Buyer hereby authorizes the LC Agent (and its officers, directors, employees and agents) to take any and all such actions on behalf of the Buyers with respect to the Letter of Credit in accordance with the terms of this Agreement. The LC Agent shall not have, by reason hereof or any of the other Transaction Documents, a fiduciary relationship in respect of any Buyer. To the extent that the LC Agent, in such capacity, receives any funds pursuant to the terms of this Section 19; 4(q), if the LC Agent is to distribute any of such funds to any Buyer (including Kings Road Investments Ltd., in its capacity as a Buyer), it shall distribute such funds to all of the Buyers on a pro rata basis based on the principal amount of the Notes held by each of the Buyers. Neither the LC Agent nor any of its officers, directors, employees and agents shall have any liability to the Buyer for any action taken or omitted to be taken in connection hereof, and any Buyer agrees to defend, protect, indemnify and hold harmless the LC Agent and all of its officers, directors, employees and agents (fcollectively, the “Indemnitees”) provided that Sublessee first obtains from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Indemnitee, whether direct, indirect or consequential, arising from or in connection with the prior written consent performance by such Indemnitee of Sublessor, which consent may be withheld in Sublessor's sole discretionthe duties and obligations of the LC Agent pursuant hereto.

Letter of Credit. Within ten (10i) days of Contemporaneously with the date hereofClosing, Sublessee the Company shall provide Sublessor with obtain an irrevocable standby letter of credit (the “Letter of Credit”), in the amount of $102,191.25 3,997,000 (the "Letter of “Maximum Credit"), ”) issued in form and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession favor of the Sublet Premises Collateral Agent on behalf of the Purchasers, substantially in the form of Exhibit G attached hereto. The Company shall obtain such renewals, extensions or other remedies available on account replacements of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right necessary to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration of ensure that the Letter of Credit that it replaces; shall not expire prior to the second anniversary of the Issuance Date (b) is as defined in the required amount; Notes) (c) is on the same terms and conditions as “LC Expiration Date”), unless the Letter of Credit it replacesshall have been reduced to zero in accordance with the terms thereof. (ii) The Purchasers hereby instruct the Collateral Agent as follows: (A) At any time prior to the LC Expiration Date, provided that any portion of the Maximum Credit remains available under the Letter of Credit, not less than 7 Business Days (as defined in the Notes) before each Interest Date (as defined in the Notes), the Company shall issue a written notice (the “Interest Payment Notice”) to the Collateral Agent and to each Holder setting forth: (x) the amount of accrued but unpaid Interest (as defined in the Note) payable on each Holder’s (as defined in the Notes) Note that is payable on such Interest Date (the “Interest Payments”), along with reasonable detail regarding the method of calculation thereof and the facts upon which such calculation is based; (dy) the applicable Interest Date; and (z) wire instructions for each Holder; provided, that if the remaining Maximum Credit allocable to any Holder pursuant to Section 4(c)(iii) below is issued by a bank having insufficient to provide for the same or better credit rating as full payment of all accrued but unpaid Interest on such Holder’s Notes on any Interest Date, the Interest Payment Notice shall set forth an amount for such Holder equal to such Holder’s remaining share of the Maximum Credit allocable to such Holder pursuant to Section 4(c)(iii) below. Within 3 Business Days following the Collateral Agent’s receipt of the Interest Payment Notice, the Collateral Agent will notify the bank that issued the Letter of Credit (the “LC Bank”) that it replaces is drawing down under the Letter of Credit and will instruct the LC Bank to pay on the Interest Date to each Holder the amount set forth in the Interest Payment Notice pursuant to the wire instructions set forth in the Interest Payment Notice. (B) At any time prior to the LC Expiration Date, provided that any portion of the Maximum Credit remains available under the Letter of Credit, in the event any Holder elects to redeem all or any portion of the outstanding Notes held by it pursuant to Section 5(b) or Section 8(a) of the Notes, not less than 4 Business Days before the redemption date for such Notes provided for under the terms of the Notes (the “Redemption Notice Deadline”), the Company shall issue a written notice (the “Redemption Release Notice”) to the Collateral Agent and each Holder setting forth: (x) the portion of the Maximum Credit to be distributed to the Holder upon such redemption (the “Redemption Payment”), along with reasonable detail regarding the method of calculation thereof and the facts upon which such calculation is otherwise reasonably acceptable to Sublessor)based; (ey) otherwise complies with the requirements of this Section 19applicable redemption date; and (fz) wire instructions for such Holder. Within 2 Business Days following the Collateral Agent’s receipt of the Redemption Release Notice, the Collateral Agent will notify the LC Bank that it is drawing down under the Letter of Credit and will instruct the LC Bank to pay to such Holder on the applicable redemption date the Redemption Payment set forth in the Redemption Release Notice pursuant to the wire instructions set forth in the Redemption Release Notice. (C) If any Holder wishes to dispute the calculations of the Interest Payments set forth in the Interest Payment Notice or the Redemption Payments set forth in the Redemption Release Notice, such Holder shall deliver a written notice to the Company and the Collateral Agent (the “LC Dispute Notice”) within 1 Business Day following its receipt of the Interest Payment Notice or the Redemption Release Notice, as applicable, which LC Dispute Notice shall set forth in reasonable detail the basis for such Holder’s objection and such Holder’s calculations of the disputed amount or amounts. If the dispute relates solely to an arithmetic calculation set forth in the Interest Payment Notice or the Redemption Release Notice, as applicable, and the Collateral Agent, in its sole discretion, concurs with the Holder’s calculations set forth in the LC Dispute Notice, the Collateral Agent shall send a written notice to that effect to the Company within 1 Business Day following its receipt of the LC Dispute Notice and shall be entitled to draw upon the Letter of Credit in accordance with the applicable procedures set forth above, for payment of the Interest Payments or Redemption Payments set forth in the Interest Payment Notice or the Redemption Release Notice, as applicable, as adjusted to give effect to the calculations set forth in the LC Dispute Notice. Notwithstanding the foregoing, the Collateral Agent may within 1 Business Day following its receipt of an LC Dispute Notice, in its sole discretion, deliver a written notice (the “Collateral Agent Notice”) to each Holder and the Company stating that a dispute has arisen, which Collateral Agent Notice shall attach each LC Dispute Notice received by the Collateral Agent with respect to the applicable Interest Payment or Redemption Payment, and shall request further instructions from the Holders. Following the delivery of a Collateral Agent Notice, the Company and the Required Holders (as defined in Section 9(c)) shall resolve any such dispute using the procedures set forth for dispute resolution in Section 23 of the Note, and the Collateral Agent shall not take any action with respect to the disputed Interest Payments or Redemption Payments until it shall receive written instructions regarding such payments from the Required Holders. (D) At any time prior to the LC Expiration Date, provided that Sublessee first obtains any portion of the prior Maximum Credit remains available under the Letter of Credit, upon the occurrence and during the continuance of an Event of Default under (and as defined in) the Notes, the Collateral Agent shall be entitled to draw under the Letter of Credit for the full Maximum Credit then available thereunder. The Collateral Agent shall hold any amounts drawn as collateral security for the obligations under the Notes for the benefit of the Holders and shall distribute such amounts to the Holders based upon the instructions of the Required Holders, subject to Section 4(c)(iii) below. Following any draw under the Letter of Credit pursuant to this Section 4(c)(ii)(D), the Company shall certify to the Collateral Agent and to each Holder the amount of the Maximum Credit that remains available to such Holder pursuant to Section 4(c)(iii) below. (iii) Notwithstanding anything to the contrary set forth in this Section 4(c), in no event shall any Holder be entitled to receive total payments pursuant to draws under the Letter of Credit in excess of (x) the Maximum Credit, multiplied by (y) the original principal amount of Notes purchased by such Holder (or its predecessor in interest) pursuant to the terms of this Agreement, divided by (z) the aggregate principal amount of all Notes sold by the Company under this Agreement. The Company shall certify to the Collateral Agent upon the Company’s delivery of the Interest Payment Notice and the Redemption Release Notice that the amounts set forth as payable to each Holder therein do not exceed the portion of the Maximum Credit available to any such Holder under this Section 4(c)(iii). Further, the Company shall promptly upon the written consent request of Sublessorthe Collateral Agent certify as to the portion of the Maximum Credit available to each Holder of Notes at any time. (iv) The Company’s failure to deliver any notice required under this Section 4(c) shall not relieve the Company of any of its obligations to make any payments under or with respect to the Notes, which consent may and shall be withheld deemed a material breach of this Agreement. The partial payment of any amounts due under the Notes out of the Maximum Credit will not relieve the Company of its obligations to pay such amounts in Sublessor's sole discretionfull in accordance with the terms of the Notes.

Letter of Credit. Within ten (10) days In connection with the Seller Parties' indemnification obligations hereunder and in lieu of placing a portion of the date hereofCash Purchase Price in escrow, Sublessee the Seller Parties shall provide Sublessor with an irrevocable standby letter tender the Purchaser Parties one or more Letters of credit Credit (in the amount of $102,191.25 (the each case, a "Letter of Credit"), in form and substance ) issued by a national or international banking institution reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of Purchaser Parties in the following amount: (i) sixty from the Closing Date through the end of the fifteenth (6015th) days after month following the expiration or sooner termination Closing Date (the "Initial Letter Of Credit Period"), such Letter of this Sublease or Credit shall be in an amount equal to Four Million Dollars ($4,000,000) and (ii) sixty on the first day of the sixteenth (6016th) days after Sublessee month following the Closing Date through the end of the twenty-fourth (24th) month following the Closing Date such Letter of Credit shall have fully vacated be reduced to an amount equal to the Sublet Premiseslesser of (a) two Million Dollars ($2,000,000) and (b) the difference between Four Million Dollars ($4,000,000) and the aggregate amount drawn under such Letter of Credit during the Initial Letter Of Credit Period; provided, which Sublessor will hold as security for however, that the faithful performance by Sublessee term of all its covenants each Letter of Credit shall be no longer than one year, and agreements under this Sublease. Sublessor the Seller Parties shall have the right, but not the obligation, to apply renew the Letter of Credit against any Rents or other charges effective on the one-year anniversary of the Closing Date in arrears, or to repair damage accordance with the provisions of this Section 6.13 and shall provide Purchaser Parties with evidence of such renewal ten (10) Business Days prior the expiration thereof. The form and content of the letter of credit shall be reasonably acceptable to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account Purchaser Parties and shall provide for the payment to the Purchaser Parties of any other damages suffered Losses incurred by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's the Purchaser Parties in connection with the Seller Parties' indemnification obligations hereunderherein. Sublessor's right Notwithstanding anything to possession of the Sublet Premises or other remedies available on account of Sublessee's default or contrary contained in this Section 6.13, any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee Credit shall fail to deliver expire at 5:00 p.m. New York time on the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit second (a2nd) becomes effective at least thirty (30) days before the termination or expiration anniversary of the Letter of Credit that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionClosing Date.

Letter of Credit. Within ten (10A. Tenant has deposited with Owner, or the then holder(s) days of the date hereofMortgage, Sublessee shall provide Sublessor with as the case may be, at the time of the execution and delivery of this Lease, an unconditional, irrevocable standby letter of credit in the amount form attached hereto and made a part hereof as Exhibit 5, issued by The Chase Manhattan Bank (said bank or any other bank selected by Tenant which is rated at least AA- by Moodys, or an equivalent rating by Standard & Poors or Fitch, and is a member of the New York Clearing House Association and having assets of at least THREE BILLION ($102,191.25 (3,000,000,000.00) DOLLARS, as it shall be increased pursuant to the provision of Subsection D is referred to as a "Letter of CreditBank"), in form favor of Owner, in the sum of DOLLARS in funds available immediately or same day funds in the City of New York, as security for the faithful observance and substance reasonably acceptable performance by Tenant of the terms, covenants and conditions of this Lease on Tenant's part to Sublessor, be observed and performed. Such letter of credit is for a term of not less than one (1) year which shall not expire until or term shall be automatically renewed beyond for successive one (1) year terms, unless the later Bank gives not less than sixty (60) days prior written notice to occur Owner that it will not so renew the letter of (i) credit for such successive term and the last term of the letter of credit shall end not less than sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of CreditExpiration Date. If Sublessee shall fail to deliver the Letter such letter of Credit credit is not automatically renewed as aforesaid, Sublessor shall have Tenant agrees to cause the right Bank to terminate this Sublease immediately. Sublessee mayeither (i) renew such letter of credit, from time to time, during the Demised Term or (ii) replace it, in either case upon the same terms and conditions and at least sixty (60) days prior to the expiration of said letter of credit or any existing renewal or replacement. In the event of any transfer of said letter of credit pursuant to Section 51.05, and notice off such transfer to Tenant, Tenant, within twenty (20) days thereafter (with Owner responsible for the customary transfer costs therefor), shall cause a new letter of credit to be issued by said Bank in favor of the transferee, upon the same terms and conditions, in replacement of the letter of credit so transferred and Owner agrees that, simultaneously with the delivery of such new letter of credit, it will return to said Bank the letter of credit being replaced. The letters of credit deposited hereunder, and all renewals and replacements, are referred to, collectively, as the "Letter of Credit". The parties acknowledge and agree that (xx) there may be more than one (1) Letter of Credit and (yy) there may be more than one (1) Bank at the same time to comply with the provisions of this Article, provided that the utilization of more than one (1) Letter of Credit and/or one (1) Bank shall otherwise be in accordance with, and comply with, all of the provisions of this Article. To the extent Tenant delivers a discrete Letter of Credit in an amount equal to DOLLARS, the same shall be referred to herein as the "Additional Rent Letter of Credit". Tenant shall have the right from time to time to replace the Letter of Credit and the Additional Rent Letter of Credit with a new Letter of Credit if and, at Tenant's option, an Additional Rent Letter of Credit issued by one or more Banks upon the same terms and conditions. The Letter of Credit shall be held by Owner, or by the holder(s) of the Mortgage, as the case may be, for the purposes set forth in this Article and shall not be transferred except for transfer (a) to an agent of the Bank for collection, or (b), pursuant to the provisions of Section 51.05. In the event Tenant defaults beyond any applicable grace period hereunder in the performance of its obligations to issue a replacement Letter of Credit, or in the observance or performance of Tenant's agreement to cause the Bank to renew the Letter of Credit, Owner or the holder(s) of the Mortgage, as the case may be, shall have the right to require the Bank to make payment to Owner of the entire sum of DOLLARS or the undrawn portion thereof, as the case may be, represented by the Letter of Credit, which sum shall be held by Owner as Cash Security (as said term is hereinafter defined) in accordance with the provisions of this Article. If payment of the entire sum of DOLLARS or the undrawn portion thereof is made to Owner by reason of Tenant's failure to renew or replace the Letter of Credit in accordance with the foregoing provisions of this Article, Owner shall have the right, at any time on behalf of Tenant, to replace said Cash Security with a new Letter of Credit (a) becomes effective at least thirty (30) days before issued by the termination Bank or expiration any other bank selected by Owner, in Owner's sole discretion, and Tenant hereby irrevocably constitutes and appoints Owner as Tenant's agent and attorney-in-fact to cause the Bank or any such other bank selected by Owner to issue such a replacement Letter of the Credit. The Letter of Credit that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretion.provides for partial drawings

Letter of Credit. Within ten (10a) days Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrower (each, an "L/C") or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Xxxxx Fargo) for the account of Borrower. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the requested date hereofof issuance, Sublessee shall provide Sublessor with amendment, renewal, or extension) a notice requesting the issuance of an irrevocable standby letter L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of credit in issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of $102,191.25 such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or the "beneficiary of the Underlying Letter of Credit", as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit: (i) the Letter of Credit Usage would exceed the Borrowing Base less the amount of outstanding Advances, or (ii) the Letter of Credit Usage would exceed $5,000,000, or (iii) the Letter of Credit Usage would exceed the Maximum Revolver Amount less the then extant amount of outstanding Advances. Borrower and the Lender Group acknowledge and agree that certain Underlying Letters of Credit may be issued to support letters of credit that already are outstanding as of the Closing Date and that each Letter of Credit issued under the Post-Petition Loan Agreement which is outstanding as of the Closing Date is deemed issued hereunder. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance reasonably acceptable to Sublessorthe Issuing Lender (in the exercise of its Permitted Discretion), and which shall not expire until or shall including the requirement that the amounts payable thereunder must be renewed beyond the later payable in Dollars. If Issuing Lender is obligated to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements advance funds under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee , Borrower immediately shall fail reimburse such L/C Disbursement to deliver Issuing Lender by paying to Agent an amount equal to such L/C Disbursement not later than 11:00 a.m., California time, on the Letter of Credit as aforesaiddate that such L/C Disbursement is made, Sublessor if Borrower shall have the right received written or telephonic notice of such L/C Disbursement prior to terminate this Sublease immediately. Sublessee may10:00 a.m., from time to California time, replace on such date, or, if such notice has not been received by Borrower prior to such time on such date, then not later than 11:00 a.m., California time, on the Business Day that Borrower receives such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the rate then applicable to Advances that are Base Rate Loans under Section 2.6. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrower's obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. Promptly following receipt by Agent of any existing Letter of Credit with a new Letter of Credit if payment from Borrower pursuant to this paragraph, Agent shall distribute such payment to the new Letter of Credit (aIssuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.12(c) becomes effective at least thirty (30) days before to reimburse the termination or expiration of Issuing Lender, then to such Lenders and the Letter of Credit that it replaces; Issuing Lender as their interest may appear. (b) is in Promptly following receipt of a notice of L/C Disbursement pursuant to Section 2.12(a), each Lender with a Revolver Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the required amount; (c) is foregoing subsection on the same terms and conditions as if Borrower had requested such Advance and Agent shall promptly pay to Issuing Lender the amounts so received by it from the Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Lenders with Revolver Commitment, the Issuing Lender shall be deemed to have granted to each Lender with a Revolver Commitment, and each Lender with a Revolver Commitment shall be deemed to have purchased, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Lender agrees to pay to Agent, for the account of the Issuing Lender, such Lender's Pro Rata Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a Revolver Commitment hereby absolutely and unconditionally agrees to pay to Agent, for the account of the Issuing Lender, such Lender's Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrower on the date due as provided in clause (a) of this Section, or of any reimbursement payment required to be refunded to Borrower for any reason. Each Lender with a Revolver Commitment acknowledges and agrees that its obligation to deliver to Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant to this Section 2.12(b) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3 hereof. If any such Lender fails to make available to Agent the amount of such Lender's Pro Rata Share of any payments made by the Issuing Lender in respect of such Letter of Credit as provided in this Section, Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full. (c) Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Lender Group arising out of or in connection with any Letter of Credit; provided, however, that Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. Borrower agrees to be bound by the Underlying Issuer's regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender's interpretations of any L/C issued by Issuing Lender to or for Borrower's account, even though this interpretation may be different from Borrower's own, and Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower's instructions or those contained in the Letter of Credit it replacesor any modifications, amendments, or supplements thereto. Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrower against such Underlying Issuer. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Group under any L/C Undertaking as a result of the Lender Group's indemnification of any Underlying Issuer; provided, however, that Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. (d) is issued Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by a bank having the same or better credit rating as the bank that issued the such Underlying Issuer pursuant to such Underlying Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); accept and rely upon the Issuing Lender's instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application. (e) otherwise complies with Any and all charges, commissions, fees, and costs incurred by the requirements Issuing Lender relating to Underlying Letters of Credit shall be Lender Group Expenses for purposes of this Section 19Agreement and immediately shall be reimbursable by Borrower to Agent for the account of the Issuing Lender; it being acknowledged and agreed by Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals. (f) provided that Sublessee first obtains If by reason of (i) any change in any applicable law, treaty, rule, or regulation or any change in the prior written consent interpretation or application thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer or the Lender Group with any direction, request, or requirement (irrespective of Sublessorwhether having the force of law) of any Governmental Authority or monetary authority including, which consent Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (i) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (ii) there shall be imposed on the Underlying Issuer or the Lender Group any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto, (g) and the result of the foregoing is to increase, directly or indirectly, the cost to the Lender Group of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Lender Group, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower, and Borrower shall pay on demand such amounts as Agent may specify to be withheld necessary to compensate the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in Sublessor's sole discretionfull thereof at the Base Rate Loans. The determination by Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Letter of Credit. Within ten (10i) days If Sublessee elects to provide the security deposit in the form of the date hereofa letter of credit, Sublessee at its expense shall provide deliver to Sublessor with an irrevocable and negotiable standby letter of credit in accordance with Section 5(a) hereof and in an amount equal to the amount of $102,191.25 (the "Letter of Credit")Security Deposit Amount, in the form attached hereto as Exhibit C and substance reasonably acceptable made a part hereof, the terms of which shall conform to Sublessorthe requirements of this Section 5(b), and which shall be issued by a nationally recognized commercial bank acceptable to Sublessor as security for Sublessee's full and faithful performance of every term and condition of this Sublease (which bank shall maintain an office in the San Francisco Bay Area to which the letter of credit may be presented by Sublessor for purposes of immediately drawing therefrom), and which names Sublessor as the beneficiary thereof (the "LETTER OF CREDIT"). The Letter of Credit shall have an initial term of not expire until or less than one (1) year, and shall provide that the Letter of Credit shall be renewed beyond automatically unless the later issuing bank delivers written notice to occur of (i) Sublessor at least sixty (60) days after prior to the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated date thereof advising Sublessor that the Sublet Premises, which Sublessor will hold as security for issuing bank has elected not to renew the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration term of the Letter of Credit that it replaces; (b) is the "BANK'S WRITTEN NOTICE"). The Letter of Credit shall be renewed by Sublessee through the period ending on August 31, 2004, to provide Sublessor with security in the required amount; (c) is on event that Sublessee fails to perform all its obligations pursuant to this Sublease prior to expiration of the same terms and conditions as Sublease Term, subject to the Letter of Credit Return Obligation, as defined below. If (i) the issuing bank shall give the Bank's Written Notice to Sublessor that it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued will not renew the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); for an additional twelve (e12) otherwise complies with months beyond the requirements of this Section 19; then current expiry date, and (fii) provided that if, by and including the thirtieth (30th) day prior to the then current expiry date of the Letter of Credit, Sublessee first obtains fails to renew the prior written consent Letter of SublessorCredit or deposit with Sublessor a replacement Letter of Credit or deposit with Sublessor a Cash Security Deposit equal to the Security Deposit Amount, which consent may be withheld then such occurrence as described in Sublessor's sole discretion.the preceding

Letter of Credit. Within ten (10a) days of If, under the date hereofLease, Sublessee shall Lessee is required or elects to provide Sublessor Lessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "a Letter of Credit"), the provisions of this Section shall apply. Any Letter of Credit provided by Lessee to Lessor will be issued and payable by a Pre-Approved Bank or another bank acceptable to Lessor in its sole and absolute discretion and in substantially the form of Schedule 13, or in another form and substance reasonably acceptable to SublessorLessor in its sole and absolute discretion, and which shall and, if not expire until issued by a Pre-Approved Bank or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter New York branch of Credit. If Sublessee shall fail a major international bank acceptable to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, Lessor in its sole and absolute discretion from time to time, replace will be confirmed by and payable at the New York branch of a major international bank acceptable to Lessor in its sole and absolute discretion from time to time, and will be issued as security for all payment obligations of Lessee or any existing Letter its Affiliates under the Lease and each Other Agreement (including any and all Losses suffered or incurred by Lessor or any of Credit with its Affiliates in respect of which Lessee or any if its Affiliates is obligated under the Lease or each Other Agreement), which shall remain in full force and effect until the Required LC Expiry Date and may be drawn down by Lessor upon demand at any time or times prior to the Required LC Expiry Date following (i) the occurrence of an Event of Default or a new Letter Default under clause (g) of Credit if Schedule 9, or (ii) the new Letter receipt by Lessor of Credit (a) becomes effective at least thirty (30) days before the termination or expiration notice of non-renewal of the Letter of Credit that it replaces; under Section 5.14(b) below. (b) is in The Letter of Credit may have a validity period or periods ending prior to the required amount; Required LC Expiry Date, provided that (ci) is on the same terms and conditions as the Letter of Credit it replaces; shall be renewed automatically, without further act or deed by any party, until such time as Lessor receives notice of non renewal of the Letter Credit, (dii) is issued by a bank having the same or better credit rating as the bank that issued notice of non-renewal of the Letter of Credit it replaces and shall be provided to Lessor no less than 30 Business Days prior to its then scheduled expiry date, (iii) Lessor shall be entitled to draw the full amount of the Letter of Credit immediately in the event that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with Lessor receives any notice of non-renewal of the requirements Letter of this Section 19Credit; and (fiv) provided 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, the current issuing or confirming bank for the Letter of Credit ceases to meet the requirements set forth in the definition of Pre-Approved Bank, Lessee shall within five (5) Business Days after the date of notice from Lessor of such decrease in credit rating, cause the Letter of Credit to be replaced by a Letter of Credit issued by another bank that Sublessee first obtains meets the definition of a Pre-Approved Bank and (if requested by Lessor in its sole and absolute discretion) that such replacement Letter of Credit is confirmed by another bank that meets the requirement of a Pre-Approved Bank. (d) If Lessor makes a drawing under the Letter of Credit, Lessee shall, following a demand in writing by Lessor, immediately cause the maximum amount available for drawing under the Letter of Credit to be restored to the level at which it stood immediately prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionto such drawing.

Letter of Credit. Within ten (10) days of On or prior to the date hereofClosing Date, Sublessee the Company shall provide Sublessor with obtain an irrevocable standby letter of credit (the “Letter of Credit”), in the amount of $102,191.25 6,400,000 issued in favor of HBK (the "“LC Agent”) by a bank acceptable to such LC Agent (the “Letter of Credit"), Credit Bank”) and in form and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond such LC Agent. Subject to the later to occur of (i) sixty (60) days after the expiration or sooner termination last three sentences of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet PremisesSection 4(p), which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges shall expire not earlier than two (2) years after the Issuance Date of the Notes (the “LC Expiration Date”). On each of the first eight (8) Interest Dates (as defined in arrearsthe Notes), or to repair damage provided that the Company has made the Interest payment due pursuant to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession terms of the Sublet Premises Notes on such Interest Date (each, a “Required Interest Payment”) and no Event of Default has occurred or other remedies available on account is continuing pursuant to the terms of Sublessee's default or any other reason the Note, the LC Agent, at the request of the Company, shall not be affected by deliver, with the fact that Sublessor holds such Company, to the Letter of CreditCredit Bank joint written instructions to reduce the amount of the Letter of Credit by $800,000. If Sublessee Upon the failure of the Company to make any Required Interest Payment or the occurrence of an Event of Default (as defined in the Notes), the LC Agent shall fail be entitled to deliver draw under the Letter of Credit for the amounts due and payable to the Buyers pursuant to the terms of the Notes, 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 the Notes held by each of the Buyers and hold such amount as collateral security for the obligations under the Notes for the benefit of the Buyers. The Company shall obtain such renewals, extensions or replacements of the Letter of Credit as aforesaid, Sublessor shall have necessary to ensure that the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new shall not expire prior to the LC Expiration Date (unless the Letter of Credit if shall have been reduced to zero in accordance with the new Letter of Credit (aterms contained in this Section 4(p) becomes effective prior to such date). If, at least thirty (30) days before any time, the termination Company cannot obtain a renewal, extension or expiration replacement of the Letter of Credit such that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; will expire prior to the LC Expiration Date (d) is issued by a bank having “Withdrawal Event”), the same or better credit rating as the bank that issued Company and the Letter of Credit it replaces Bank shall each give the LC Agent written notice of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit. Following a Withdrawal Event, the LC Agent shall be entitled to draw down the Letter of Credit Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Notes) and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with hold such amount as collateral security for the requirements obligations under the Notes for the benefit of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionBuyers.

Letter of Credit. Within ten (10i) days of On or prior to the date hereofBusiness Day immediately following the Closing Date, Sublessee the Company shall provide Sublessor with obtain an irrevocable standby letter of credit (the “Letter of Credit”), in the amount of $102,191.25 7,000,000 (the "“Letter of Credit")Credit Amount”) issued in favor of Portside Growth and Opportunity Fund, in its capacity as letter of credit agent for the holders of the Notes (the “LC Agent”) by a bank acceptable to such LC Agent (the “Letter of Credit Bank”) and in form and substance reasonably acceptable to Sublessorsuch LC Agent. The Letter of Credit, and which including any renewals, extensions or replacements referred to below, shall expire not expire until or shall be renewed beyond earlier than 91 days after the later to occur Stated Maturity (as defined in the Indenture) of the Notes (the “LC Expiration Date”). Upon (i) sixty the occurrence and during the continuance of an Event of Default (60as defined in the Indenture) days after under any of the expiration or sooner termination of this Sublease Notes or (ii) sixty (60) days after Sublessee the Stated Maturity of the Notes, the LC Agent shall have fully vacated be entitled to draw under the Sublet PremisesLetter of Credit, which Sublessor will including any renewals, extensions or replacements referred to below, for the full Letter of Credit Amount 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 the Notes initially issued to each of the Buyers and hold such amount as collateral security for the faithful performance by Sublessee of all its covenants and agreements obligations under this Sublease. Sublessor shall have the right, but not Notes for the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession benefit of the Sublet Premises Buyers. The Company shall obtain such renewals, extensions or other remedies available on account replacements of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have necessary to ensure that the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new shall not expire prior to the LC Expiration Date (unless the Letter of Credit if shall have been reduced to zero in accordance with the new Letter of Credit (aterms contained in this Section 4(n) becomes effective prior to such date). If, at least thirty (30) days before any time, the termination Company cannot obtain a renewal, extension or expiration replacement of the Letter of Credit such that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; will expire prior to the LC Expiration Date (d) is issued by a bank having “Withdrawal Event”), the same or better credit rating as the bank that issued Company and the Letter of Credit it replaces Bank shall each give the LC Agent written notice of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit. Following a Withdrawal Event, the LC Agent shall be entitled to draw down the Letter of Credit Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Notes) and hold such amount as collateral security for the obligations under the Notes for the benefit of the Buyers. With respect to each Buyer that has delivered an Event of Default Redemption Notice pursuant to the Indenture (with a copy to the LC Agent), no later than the later of (i) the Event of Default Redemption Date with respect to such holder of Notes and (ii) the second (2nd) Business Day following the date that the LC Agent received all or any portion of the Letter of Credit Amount from the Letter of Credit Bank, the LC Agent shall distribute to such Buyer an amount in cash equal to the lesser of (i) such Buyer’s Event of Default Redemption Price and (ii) an amount calculated by multiplying the Letter of Credit Amount by the quotient determined by dividing (A) the principal amount of Notes issued to such Buyer on the Closing Date by (B) the aggregate principal amount of all Notes issued to all Buyers on the Closing Date (the “Letter of Credit Allocation”); provided, that in no event shall the LC Agent be required to deliver to the Buyers more than the total amount drawn under the Letter of Credit. In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s Notes, the transferee shall be allocated a pro rata portion of such Buyer’s Letter of Credit Allocation, and the rights of the applicable transferor contained in the prior sentence shall apply to the applicable transferee with respect to the portion of the Letter of Credit Allocation allocated to such transferee. In the event that any Buyer of Notes shall convert all or a portion of such Buyer’s Notes, which leaves such Buyer with an aggregate principal amount of Notes that is otherwise reasonably acceptable less than such Buyer’s Letter of Credit Allocation, then such Buyer’s Letter of Credit Allocation shall be reduced to Sublessorthe outstanding principal of Notes held by such Buyer and the difference between such Buyer’s Letter of Credit Allocation and the outstanding principal amount of Notes held by such Buyer shall be allocated to the respective Letter of Credit Allocations of the remaining Buyers of Notes on a pro rata basis in proportion to the outstanding principal amount of Notes then held by each such Buyer. (ii) If at any time during any thirty (30) consecutive Trading Day period (the “Measuring Period”) after the Closing Date (A) the Equity Conditions (as defined in the Indenture) have been satisfied and (B) the Closing Sale Price (as defined in the Indenture) of the Common Stock equals or exceeds 120% of the initial Conversion Price (as defined in the Indenture) for twenty (20) Trading Days during the Measuring Period, the Company shall promptly deliver a notice to the LC Agent (the “LC Termination Notice”); , certifying as to the occurrence of such events. Within 10 days of the receipt of an LC Termination Notice, the LC Agent shall issue a written instruction to the Letter of Credit Bank to request the termination of the Letter of Credit and the release and return of the Letter of Credit to the Company (ethe date of such termination, the “LC Termination Date”). (iii) otherwise complies Portside Growth and Opportunity Fund is hereby appointed as the LC Agent for the Buyers hereunder, and each Buyer hereby authorizes the LC Agent (and its officers, directors, employees and agents) to take any and all such actions on behalf of the Buyers with respect to the Letter of Credit in accordance with the requirements terms of this Agreement. The LC Agent shall not have, by reason hereof or any of the other Transaction Documents, a fiduciary relationship in respect of any Buyer. To the extent that the LC Agent, in such capacity, receives any funds pursuant to the terms of this Section 19; 4(n), except as contemplated above, if the LC Agent is to distribute any of such funds to any Buyer (including Portside Growth and Opportunity Fund, in its capacity as a Buyer), it shall distribute such funds to all of the Buyers on a pro rata basis based on the principal amount of the Notes held by each of the Buyers. Neither the LC Agent nor any of its officers, directors, employees and agents shall have any liability to the Buyer for any action taken or omitted to be taken in connection hereof, and any Buyer agrees to defend, protect, indemnify and hold harmless the LC Agent and all of its officers, directors, employees and agents (fcollectively, the “LC Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such LC Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such LC Indemnitee of the duties and obligations of the LC Agent pursuant hereto. In the event that Portside Growth and Opportunity Fund no longer holds any Notes, a majority of the holders of the Notes shall appoint a new LC Agent. At any time, upon two (2) Business Days advance notice to the Company, the Letter of Credit Bank and the Buyers, the LC Agent may resign as LC Agent, and a majority of the holders of the Notes shall appoint a new LC Agent. After any LC Agent’s resignation hereunder, the provisions of this Section 4(n) shall inure to its benefit. If a successor LC Agent shall not have been so appointed within said two (2) Business Day period, the retiring LC Agent shall then appoint a successor LC Agent who shall serve until such time, if any, as the holders of a majority of the Notes appoint a successor LC Agent as provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionabove.

Letter of Credit. Within (i) On or prior to the date ten (10) days Business Days after the Closing Date, the Company shall obtain irrevocable letters of credit (each a "Letter of Credit", together the Letters of Credit) issued in favor of each of the date hereofBuyers, Sublessee shall provide Sublessor with an irrevocable standby letter of credit in the amount of such Buyers pro rata portion of $102,191.25 1,500,000 (the "Buyer LC Amount", and collectively, the "Letter of Credit Amount") by a bank acceptable to the Buyers (the "Letter of CreditCredit Bank"), ) and in form and substance reasonably acceptable to Sublessorthe Buyers. The Letters of Credit, and which including any renewals, extensions or replacements referred to below, shall expire not expire until or shall be renewed beyond earlier than the later to occur earlier of (ix) sixty the five (605) days after year anniversary of the expiration or sooner termination Closing Date, (y) the date the Put Option Agreement has terminated in accordance with its terms and (z) been exercised in full by the Buyers (the "LC Redemption Expiration Date") unless the Letters of Credit shall have been reduced to zero in accordance with the terms contained in this Sublease or Section 4(p) prior to such date. On the Date the Letters of Credit are obtained by the Company, each Buyer shall deliver to the Company the amount set forth opposite such Buyer's name in column (8) of the Schedule of Buyers by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (ii) sixty (60) days after Sublessee shall have fully vacated Upon a Buyer exercising its rights under the Sublet PremisesPut Option Agreement, which Sublessor will hold as security for the faithful performance by Sublessee of all such Buyer may draw under its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail , including any renewals, extensions or replacements referred to deliver the Letter of Credit as aforesaidbelow, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration such portion of the Letter of Credit that it replaces; (b) is not to exceed, in the required amount; aggregate, the Cash Payment (cas defined in the Put Option Agreement) is on amount of the same terms and conditions Put Price (as defined in the Put Option Agreement) due to the Buyer from the Company upon such exercise. The Company shall obtain such renewals, extensions or replacements of each Letter of Credit as necessary to ensure that the Letter of Credit it replaces; shall not expire prior to the LC Redemption Expiration Date (dunless such Letter of Credit shall have been reduced to zero in accordance with the terms contained in this Section 4(p) is issued by prior to such date). If, at any time, the Company cannot obtain a bank having renewal, extension or replacement of the same or better credit rating as Letters of Credit such that the bank that issued Letters of Credit will expire prior to the LC Redemption Expiration Date (a "Withdrawal Event"), the Company and the Letter of Credit it replaces Bank shall each give the Buyers written notice of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letters of Credit. Following a Withdrawal Event, each Buyer shall be entitled to draw down its Buyer LC Amount in its entirety and hold such amount as collateral security for the obligations under the Put Option Agreement. (iii) At such time that the aggregate Put Price payable by the Company under the Put Option Agreement is otherwise less than $1,500,000 (the "Reduction Threshold Event"), the Company may deliver a notice to the LC Agent (the "LC Reduction Notice"), certifying as to the occurrence of the Reduction Threshold Event. Within seven (7) Business Days after the LC Agent's receipt of the LC Reduction Notice, unless the LC Agent reasonably acceptable objects to Sublessor); (e) otherwise complies with such LC Reduction Notice, the requirements LC Agent shall issue a written instruction to the Letter of this Section 19; Credit Bank to request the reduction of the Letter of Credit Amount as set forth in the LC Reduction Notice, such reduction amount to equal to the difference between $1,500,000 and (f) provided that Sublessee first obtains the prior written consent aggregate Put Price payable by the Company under the Put Option Agreement at the time of Sublessor, which consent may be withheld in Sublessor's sole discretionsuch Reduction Threshold Event and applied pro rata to the Letters of Credit.

Letter of Credit. Within ten (10a) days of This Secured Debenture is the date hereof, Sublessee shall provide Sublessor with debenture referred to in an irrevocable standby letter of credit issued by Wachovia Bank, National Association (the "Bank") in favor of the Holder in an original amount of $102,191.25 the aggregate original principal amount of the Secured Debentures, a copy of which is annexed hereto as Annex A (the "Letter of Credit"), in form . The Company hereby acknowledges that the Holder and substance reasonably acceptable to Sublessor, and which shall not expire until or any subsequent Holder shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage entitled to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration benefits of the Letter of Credit and covenants and agrees that it replaces; (b) is in will not impair the required amount; (c) is on the same terms and conditions as Holder's rights under the Letter of Credit it replaces; and (dexcept to the extent provided in Section 2(b)) is issued by a bank having the same or better credit rating as the bank that issued shall maintain the Letter of Credit in full force and effect. (b) The Holder agrees that the face amount of the Letter of Credit shall be reduced from time to time pursuant to the terms set forth below: (i) subsequent to each Conversion Date, the face amount of the Letter of Credit shall be reduced on the date on which the Holder receives the Underlying Shares it replaces is entitled to receive subsequent to such Conversion Date pursuant to Section 6(e), by an amount equal to the principal amount of Secured Debentures converted on such Conversion Date less any interest payment accreted to principal up to such date; (ii) the face amount of the Letter of Credit shall be reduced by an amount equal to the Holder Prepayment Price or the Company Prepayment Price paid by the Company pursuant to the delivery of a Holder Prepayment Notice or Company Prepayment Notice, as applicable, as set forth in Section 8, upon receipt by the Holder of such payment; (iii) the face amount of the Letter of Credit shall be reduced by an amount equal to the principal amount of Secured Debentures being exchanged pursuant to Section 7 into Exchange Debentures, upon receipt by the Holder of such Exchange Debenture; and (iv) on the Final Release Date and that provided that: (A) the Equity Conditions are satisfied on such date with respect to the Underlying Shares issuable upon conversion in full of the then outstanding principal amount of Secured Debentures and (B) the Underlying Shares issuable upon conversion in full of the then outstanding principal amount of Secured Debentures would not violate Section 6(d)(i), the Letter of Credit shall be canceled and shall cease to secure any Secured Debentures which may be outstanding as of such Final Release Date. (c) The Holder shall, within five Trading Days of the occurrence of any of the events set forth in Section 2(b), provide the Bank with Exhibit C attached to the Letter of Credit indicating the occurrence of such event. (d) Upon the failure of the Company to timely pay to the Holder any amount which is otherwise reasonably acceptable then due and payable to Sublessor); the Holder under this Secured Debenture, whether pursuant to Section 8, Section 9 or any other applicable Section herein, the Holder shall be entitled to draw on the Letter of Credit to the extent of any such payment or payments so due to the Holder is not timely paid by the Company. (e) otherwise complies with Any amounts received by the requirements Holder pursuant to a draw on the Letter of Credit shall be applied against all unsatisfied obligations of the Company under this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionSecured Debenture.

Letter of Credit. Within ten the Lessee shall be entitled, instead of paying the Security Deposit in cash in accordance with sub-clause (10a) days of above, to provide the date hereof, Sublessee shall provide Sublessor Lessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "Letter of Credit"). In the event that the Lessee elects to provide the Letter of Credit, in form and substance reasonably acceptable to Sublessor, and which the following provisions shall not expire until or shall be renewed beyond the later to occur of apply: (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee Lessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply cause the Letter of Credit against to be renewed or replaced by the issuing bank not later than 10 Business Days before the expiration of such Letter of Credit, and shall cause the Letter of Credit to remain in effect, as renewed, until 90 days after the scheduled Expiry Date. (ii) If an Event of Default occurs and for as long as it continues, the Lessor may (but shall not be obliged to) call on the Letter of Credit and use or apply the proceeds in or towards satisfaction of any Rents or other charges in arrears, sums due and payable to the Lessor under this Agreement or to repair damage to compensate the Sublet Premises caused by Sublessee Lessor for any sums which it may, in its discretion, advance or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor expend as a result of Sublessee's any such Event of Default. Notwithstanding any such use or application by the Lessor, the Lessee shall remain in default hereunder under this Agreement until the full amount owed by the Lessee, including interest accrued thereon pursuant to Clause 5.9, shall have been paid to the Lessor. If the Lessor so uses or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession applies all or any portion of the Sublet Premises or other remedies amount available on account of Sublessee's default or any other reason shall not be affected by under the fact that Sublessor holds such Letter of Credit. If Sublessee , the Lessee shall fail to deliver immediately, on demand of the Letter Lessor, procure the issue of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if acceptable to the new Lessor for an amount equal to the amount so used or applied, or shall pay to the Lessor an amount in cash equal to the amount so used or applied to be held pursuant to Clause 5.1(a). (iii) The Letter of Credit shall be returned to the Lessee within five Business Days of: (a1) becomes effective redelivery of the Aircraft to the Lessor in the condition required by Clause 12 of, and Schedule 3 to, this Agreement; or (2) receipt by the Lessor of the Agreed Value following a Total Loss and all other amounts due under Clause 11.1(b); or in either case, at least thirty (30) days before such later time as the termination or expiration of Lessor is satisfied that the Lessee has irrevocably paid to the Lessor all amounts which are at that time outstanding under this Agreement; provided always that the Lessor shall not be obliged to return the Letter of Credit that it replaces; (b) is in if, at the required amount; (c) is on the same terms relevant time, a Default shall have occurred and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretioncontinuing.

Letter of Credit. Within ten (10a) On or prior to the issuance, sale and delivery of the Bonds to the purchaser or purchasers thereof, pursuant to Section 2.6 of the Indenture, the Company hereby covenants and agrees to obtain and deliver to the Trustee the initial, irrevocable, transferable Letter of Credit to be issued by the Bank in favor of the Trustee for the benefit of the owners from time to time of the Bonds, in substantially the same form as Exhibit A attached to the Letter of Credit Agreement. The initial Letter of Credit shall be dated the date of issuance and delivery of the Bonds; shall expire on June 15, 2009, unless otherwise extended in accordance with the terms and provisions of subsection (b) below and the Letter of Credit Agreement; shall be in the amount of (i) the aggregate principal amount of the Bonds (A) to enable the Trustee to pay the principal of the Bonds at maturity, upon redemption prior to maturity or acceleration, and (B) to enable the Trustee to pay the portion of the purchase price of Bonds tendered or deemed to be tendered to the Trustee for purchase, equal to the aggregate principal amount of such Bonds, plus (ii) an amount equal to the interest to accrue on the Bonds for thirty-five (35) days at a maximum rate of twelve percent (12%) per annum (A) to enable the Trustee to pay interest accrued on the Bonds on the dates and in the manner set forth in the Indenture, and (B) to enable the Trustee to pay the portion of the purchase price of Bonds tendered or deemed to be tendered to the Trustee for purchase, equal to the accrued interest on such Bonds. (b) Except as hereinafter provided, at any time prior to the fifteenth Business Day prior to the interest payment date on the Bonds immediately preceding the Stated Termination Date of the Letter of Credit, the Company may, at its option but is not required to, provide for the extension of the term of the Letter of Credit or to deliver to the Trustee a substitute Letter of Credit as hereinafter provided. If the Company chooses to extend the term of the Letter of Credit, then such extension shall be to the fifteenth day of any calendar month at least one (1) year after the Stated Termination Date of the existing Letter of Credit, and (unless the Letter of Credit by its terms provides for an extension of its term automatically unless the Trustee is notified to the contrary) the Company shall furnish proof of such extension, in the form of an amendment to the Letter of Credit evidencing such extension, to the Trustee no later than the fifteenth Business Day prior to the interest payment date on the Bonds immediately preceding the Stated Termination Date of the Letter of Credit. In the event that the Letter of Credit by its terms provides for an extension of its term automatically unless the Trustee is notified to the contrary, such extensions shall be consistent with the terms and provisions set forth above, but it shall not be necessary to furnish such proof or amendment. If the Company chooses to provide a substitute Letter of Credit, such substitute Letter of Credit shall be an irrevocable letter of credit in substantially the same form and tenor as the initial Letter of Credit, in an amount equal to the outstanding principal amount of the Bonds plus an amount equal to the maximum interest to accrue on the Bonds then outstanding for thirty-five (35) days at a maximum rate of twelve percent (12%) per annum, with administrative provisions reasonably satisfactory to the Trustee, but provided to expire on the fifteenth day of any calendar month at least one (1) year after the Stated Termination Date of the existing Letter of Credit, such substitute Letter of Credit to be issued by a commercial bank and delivered to the Trustee on an interest payment date on the Bonds immediately preceding the Stated Termination Date of the Letter of Credit; provided, that simultaneously with the delivery of any such substitute Letter of Credit to the Trustee, the Company shall also have provided the Trustee with written evidence from the Bank which issued the existing Letter of Credit that the Company shall have paid all of its obligations under the related Letter of Credit Agreement to such Bank (other than any obligations with respect to reimbursement for drawings under the Letter of Credit to purchase Bonds tendered or deemed to be tendered to the Trustee for purchase pursuant to Section 4.1 or Section 4.2 of the Indenture, which obligations are not yet due and owing under the Letter of Credit Agreement), and shall have paid all other amounts due and owing under the Letter of Credit Agreement pursuant to which the existing Letter of Credit was issued (except as aforesaid). Simultaneously with the delivery of such substitute Letter of Credit to the Trustee, the Company shall also provide the Trustee with an opinion of Bond Counsel that such substitute Letter of Credit is authorized under this Agreement, complies with the terms hereof, Sublessee and does not have an adverse effect on the exclusion of the interest on the Bonds from gross income of the owners thereof for federal income tax purposes. Upon delivery of a substitute Letter of Credit and the foregoing evidence and opinion, the Trustee is authorized and directed to surrender the existing Letter of Credit and to approve the cancellation of the existing Letter of Credit. The Company hereby covenants and agrees to give the Issuer, the Trustee, the Bank and the Remarketing Agent written notice of its intention to deliver any such substitute Letter of Credit at least fifteen (15) Business Days prior to the first Business Day of the month in which the Company expects to deliver such substitute Letter of Credit. (c) Subject to the provisions of Section 5.9(g) of this Agreement, if the Company elects to exercise its option to cause the interest rate on the Bonds to be converted to the Fixed Rate in accordance with the provisions of Section 4.2(h) hereof, the Company may, at its option but is not required to, provide for the delivery to the Trustee of a substitute Letter of Credit with respect to the Bonds. Such substitute Letter of Credit shall provide Sublessor with consist of an irrevocable standby letter of credit in the amount of $102,191.25 (the "Letter of Credit"), in form and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty the aggregate principal amount of the Bonds then outstanding to enable the Trustee to pay the principal of such Bonds at maturity, upon redemption prior to maturity or acceleration, plus (60ii) an amount equal to three percent (3%) of the aggregate principal amount of the Bonds then outstanding to pay premium, plus (iii) an amount equal to the interest to accrue on such Bonds then outstanding for 215 days to enable the Trustee to pay interest accrued on such Bonds as it comes due, set to expire or terminate one hundred twenty-four (124) days after the expiration or sooner termination final maturity of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated such Bonds, and having administrative provisions satisfactory to the Sublet Premises, which Sublessor will hold as security for Trustee. If the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, Company has elected to apply the deliver such a substitute Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee Trustee, the Company shall deliver to the Trustee at least forty-five (45) days prior to the Proposed Conversion Date an irrevocable commitment of a Bank to issue such substitute Letter of Credit, and shall deliver such substitute Letter of Credit to the Trustee on or Sublessee's employeesbefore the Conversion Date. Simultaneously with the delivery of such substitute Letter of Credit to the Trustee, contractorsthe Company shall also provide the Trustee with an opinion of Bond Counsel to the effect that such substitute Letter of Credit is authorized under this Agreement, invitees or licensees, or complies with the terms hereof and does not have an adverse effect on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession the exclusion of the Sublet Premises or other remedies available interest on account the Bonds from gross income of Sublessee's default or the owners thereof for federal income tax purposes. (d) At any other reason shall time while a Letter of Credit is in effect, the Company from time to time may, at its option, but is not be affected by required to, deliver to the fact that Sublessor holds such Trustee a substitute Letter of Credit in substitution for the existing Letter of Credit. If Sublessee shall fail to deliver the The substitute Letter of Credit shall be an irrevocable, transferable letter of credit in substantially the same form and tenor as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new administrative provisions satisfactory to the Trustee, provided to expire on the same date as the existing Letter of Credit if or on the new fifteenth day of any calendar month at least one (1) year after the Stated Termination Date of the existing Letter of Credit, such substitute Letter of Credit (a) becomes effective at least thirty (30) days before to be issued by a commercial bank and delivered to the termination Trustee on an interest payment date on the Bonds; provided, that simultaneously with the delivery of the substitute Letter of Credit to the Trustee, the Company shall furnish to the Trustee written evidence from each Rating Agency by which the Bonds are then rated, if any, to the effect that such Rating Agency has reviewed the proposed substitute Letter of Credit and that the substitution of the proposed substitute Letter of Credit for the existing Letter of Credit will not, by itself, result in the reduction or expiration withdrawal of its rating assigned to the Bonds from that which then prevails; provided further, that simultaneously with the delivery of any such substitute Letter of Credit to the Trustee, the Company shall also have provided the Trustee with written evidence from the Bank which issued the existing Letter of Credit that the Company shall have paid all of its obligations under the Letter of Credit that it replaces; Agreement to such Bank (b) is in the required amount; (c) is on the same terms and conditions as other than any obligations with respect to reimbursement for drawings under the Letter of Credit it replaces; (d) is issued by a bank having to purchase Bonds tendered or deemed to be tendered to the same Trustee for purchase pursuant to Section 4.1 or better credit rating as Section 4.2 of the bank that issued Indenture, which obligations are not yet due and owing under the Letter of Credit it replaces Agreement), and shall have paid all other amounts due and owing under the Letter of Credit Agreement pursuant to which the existing Letter of Credit was issued (except as aforesaid). Simultaneously with the delivery of such substitute Letter of Credit to the Trustee, the Company shall also provide the Trustee with an opinion of Bond Counsel that such substitute Letter of Credit is otherwise reasonably acceptable authorized under this Agreement, complies with the terms hereof, and does not have an adverse effect on the exclusion of the interest on the Bonds from gross income of the owners thereof for federal income tax purposes. If the Company shall fail to Sublessor); furnish to the Trustee such written evidence from each such Rating Agency, if any, and such Bank and such opinion of Bond Counsel, the Trustee shall not be deemed to have received the substitute Letter of Credit, and shall not surrender the existing Letter of Credit. Upon delivery of a substitute Letter of Credit and the foregoing evidence and opinion, the Trustee is authorized and directed to surrender the existing Letter of Credit. The Company hereby covenants and agrees to give the Issuer, the Trustee, the Bank and the Remarketing Agent written notice of its intention to deliver any such substitute Letter of Credit at least fifteen (15) Business Days prior to the first Business Day of the month in which the Company expects to deliver such substitute Letter of Credit. (e) otherwise The Company may at its option, but is not required to, provide for the delivery to the Trustee of an Alternate Credit Facility to supplement the Letter of Credit, to replace the Letter of Credit or to provide credit enhancement if the Letter of Credit is not then in effect. Any such Alternate Credit Facility shall be payable to the Trustee for the benefit of the owners of the Bonds and shall have administrative provisions satisfactory to the Trustee. Simultaneously with the delivery of such an Alternate Credit Facility to the Trustee, the Company shall provide the Trustee with an opinion of Bond Counsel to the effect that the delivery of such Alternate Credit Facility is authorized under this Agreement, complies with the requirements terms hereof and does not have an adverse effect on the exclusion of this Section 19; the interest on the Bonds from gross income of the owners thereof for federal income tax purposes. The Company hereby covenants and agrees to give the Issuer, the Trustee, the Bank and the Remarketing Agent written notice of its intention to deliver any such Alternate Credit Facility at least fifteen (15) Business Days prior to the first Business Day of the month in which the Company expects to deliver such Alternate Credit Facility. (f) provided In the event that Sublessee first obtains the Letter of Credit is set to expire and the Company does not intend to deliver a substitute Letter of Credit to the Trustee, the Company shall, on or before the fifteenth Business Day prior to the interest payment date immediately preceding the Stated Termination Date, give written consent notice to the Issuer, the Trustee, the Remarketing Agent and the Bank that the Company does not intend to deliver such a substitute Letter of SublessorCredit to the Trustee prior to the Stated Termination Date. (g) Notwithstanding any other provision of this Agreement or the Indenture to the contrary, which consent may upon a Conversion of the interest rate on the Bonds to a Fixed Rate, no Letter of Credit or Alternate Credit Facility shall be withheld in Sublessor's sole discretioneffect after the Conversion of such interest rate to the Fixed Rate unless the Company delivers to the Trustee an opinion of Bond Counsel to the effect that such maintenance of such Letter of Credit or Alternate Credit Facility does not have an adverse effect on the exclusion of the interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

Letter of Credit. Within (i) On or prior to the date ten (10) calendar days after the Closing Date, the Company shall obtain irrevocable letters of credit (each a "Letter of Credit", together the Letters of Credit) issued in favor of each of the date hereofBuyers, Sublessee shall provide Sublessor with an irrevocable standby letter of credit in the amount of such Buyers pro rata portion of $102,191.25 3,000,000 (the "Buyer LC Amount", and collectively, the "Letter of Credit Amount") by a bank acceptable to the Buyers (the "Letter of CreditCredit Bank"), ) and in form and substance reasonably acceptable to Sublessorthe Buyers. The Letters of Credit, and which including any renewals, extensions or replacements referred to below, shall expire not expire until or shall be renewed beyond earlier than the later to occur earlier of (ix) sixty the five (605) days after year anniversary of the expiration or sooner termination Closing Date, (y) the date the Put Option Agreement has terminated in accordance with its terms and (z) been exercised in full by the Buyers (the "LC Redemption Expiration Date") unless the Letters of this Sublease or (ii) sixty (60) days after Sublessee Credit shall have fully vacated been reduced to zero in accordance with the Sublet Premisesterms contained in this Section 4(p) prior to such date. On the Date the Letters of Credit are obtained by the Company, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor each Buyer shall have the right, but not the obligation, deliver to apply the Letter of Credit against any Rents or other charges in arrearsBank, or to repair damage to the Sublet Premises caused by Sublessee or Sublesseefor such Buyer's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail , the amount set forth opposite such Buyer's name in column (8) of the Schedule of Buyers by wire transfer of immediately available funds pursuant to deliver the wire instructions provided by the Letter of Credit as aforesaidBank. (ii) Upon a Buyer exercising its rights under the Put Option Agreement, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing such Buyer may draw under its Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination Credit, including any renewals, extensions or expiration replacements referred to below, such portion of the Letter of Credit that it replaces; (b) is not to exceed, in the required amount; aggregate, the Cash Payment (cas defined in the Put Option Agreement) is on amount of the same terms and conditions Put Price (as defined in the Put Option Agreement) due to the Buyer from the Company upon such exercise. The Company shall obtain such renewals, extensions or replacements of each Letter of Credit as necessary to ensure that the Letter of Credit it replaces; shall not expire prior to the LC Redemption Expiration Date (dunless such Letter of Credit shall have been reduced to zero in accordance with the terms contained in this Section 4(p) is issued by prior to such date). If, at any time, the Company cannot obtain a bank having renewal, extension or replacement of the same or better credit rating as Letters of Credit such that the bank that issued Letters of Credit will expire prior to the LC Redemption Expiration Date (a "Withdrawal Event"), the Company and the Letter of Credit it replaces Bank shall each give the Buyers written notice of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letters of Credit. Following a Withdrawal Event, each Buyer shall be entitled to draw down its Buyer LC Amount in its entirety and hold such amount as collateral security for the obligations under the Put Option Agreement. (iii) At such time that the aggregate Put Price payable by the Company under the Put Option Agreement is otherwise less than $3,000,000 (the "Reduction Threshold Event"), the Company may deliver a notice to the LC Agent (the "LC Reduction Notice"), certifying as to the occurrence of the Reduction Threshold Event. Within seven (7) Business Days after the LC Agent's receipt of the LC Reduction Notice, unless the LC Agent reasonably acceptable objects to Sublessor); (e) otherwise complies with such LC Reduction Notice, the requirements LC Agent shall issue a written instruction to the Letter of this Section 19; Credit Bank to request the reduction of the Letter of Credit Amount as set forth in the LC Reduction Notice, such reduction amount to equal to the difference between $3,000,000 and (f) provided that Sublessee first obtains the prior written consent aggregate Put Price payable by the Company under the Put Option Agreement at the time of Sublessor, which consent may be withheld in Sublessor's sole discretionsuch Reduction Threshold Event and applied pro rata to the Letters of Credit.

Letter of Credit. (a) Within ten (10) business days after the execution of the date hereofthis Lease, Sublessee Tenant shall provide Sublessor deposit with Landlord an irrevocable standby letter of credit in the amount of $102,191.25 (the "Letter of Credit"), ) in form the amount of Eight Hundred Thousand Dollars ($800,000.00) as part of the Security Deposit under this Lease. The Letter of Credit provided for under this Section shall be an unconditional "clean" Letter of Credit and substance reasonably acceptable to Sublessorrequire no documents, and which shall not expire until or shall be renewed beyond in the later form attached as Exhibit D and from a banking institution satisfactory to occur Landlord; provided however, Landlord pre-approves Comerica Bank as the Issuer initially. It shall also be in compliance with all applicable laws and regulations, including, without limitation, applicable regulations of the Comptroller of the Currency. The Letter of Credit shall have an absolute expiration date of not earlier than forty-five (i) sixty (6045) days after the expiration or sooner termination Expiration Date of the initial Term of this Sublease or Lease and prior thereto shall be extended automatically on each anniversary of issuance unless the Issuer provides Landlord with not less than forty-five (ii) sixty (6045) days after Sublessee prior written notice of non-renewal, in which case the same shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance be replaced by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Tenant with another Letter of Credit against any Rents or other charges in arrears, or to repair damage to which complies with the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective foregoing requirements at least thirty (30) days before prior to its expiration. It is agreed that in the termination event (i) Tenant defaults in the performance or expiration observance of any of the terms, provisions, covenants and conditions of this Lease, including the payment of Rent or any other sum due from Tenant with respect to the Lease, or (ii) the Letter of Credit that it replaces; is not extended or replaced by Tenant in a manner which complies with the foregoing provisions of this Section, Landlord shall have the right but shall not be required to, from time to time without prejudice to any other remedy Landlord may have on account thereof, to present the Letter of Credit for payment and to retain the proceeds as security in the event of an occurrence under clause (i) above, or in the event of an occurrence under clause (i) above, to use, apply or retain the whole or any part of the proceeds to the extent Landlord could use, apply or retain any other funds deposited with Landlord as a Security Deposit hereunder, and any amounts so used, applied or retained shall be replenished by Tenant as provided in Section 5.03 below. If Landlord presents the Letter of Credit for payment, no interest shall be payable to Tenant on the proceeds. Tenant shall not assign or encumber or attempt to assign or encumber the Letter of Credit deposited (or the proceeds thereof) as part of the Security Deposit, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. (b) is Notwithstanding anything to the contrary contained herein, Landlord agrees that the Letter of Credit held as part of the Security Deposit pursuant to this Section shall be reduced (individually, a "Reduction", collectively, the "Reductions") as follows: a Reduction of Two Hundred Thousand Dollars ($200,000.00) on each anniversary of the Expansion Space A Commencement Date (ESACD), as such terms are defined in Rider 2 of the required amount; (c) is on the same terms and conditions Lease, until such time as the Letter of Credit it replacesis reduced to zero. Each Reduction is expressly subject to the following: (i) prior to the anniversary date on which a Reduction is to be granted, there has occurred no default of Tenant beyond any applicable notice and grace period, and in the event such a default has occurred, the right to the pending Reduction and to all subsequent Reductions is waived; (dii) on the date on which such Reduction is issued by to be granted there exists no act or omission on the part of Tenant which, with the passage of time or the giving of notice, or both would constitute a bank having default of Tenant, in which event the right to that Reduction is suspended (until such default is timely cured) but not to all subsequent Reductions so long as Tenant has timely cured; and (iii) on or immediately after any anniversary date on which a Reduction is to be granted, and provided Tenant has qualified for same or better credit rating as the bank that issued the pursuant to this Section, Tenant must present Landlord with an acceptable (pursuant to this Section) substitute Letter of Credit it replaces and that is otherwise reasonably acceptable or amendment to Sublessor); (e) otherwise complies with the requirements existing Letter of this Section 19; and (f) provided that Sublessee first obtains Credit in such appropriately reduced amount. Landlord agrees, in the prior written consent instance of Sublessora substitute Letter of Credit, which consent may be withheld in Sublessor's sole discretionto simultaneously surrender to the Issuer the one held.

Letter of Credit. (a) Within ten (10) business days after the execution of the date hereofthis Lease, Sublessee Tenant shall provide Sublessor deposit with Landlord an irrevocable standby letter of credit in the amount of $102,191.25 (the "Letter of Credit"), ) in form the amount of Eight Hundred Thousand Dollars ($800,000.00) as part of the Security Deposit under this Lease. The Letter of Credit provided for under this Section shall be an unconditional "clean" Letter of Credit and substance reasonably acceptable to Sublessorrequire no documents, and which shall not expire until or shall be renewed beyond in the later form attached as Exhibit D and from a banking institution satisfactory to occur Landlord; provided however, Landlord pre-approves Comerica Bank as the Issuer initially. It shall also be in compliance with all applicable laws and regulations, including, without limitation, applicable regulations of the Comptroller of the Currency. The Letter of Credit shall have an absolute expiration date of not earlier than forty-five (i) sixty (6045) days after the expiration or sooner termination Expiration Date of the initial Term of this Sublease or Lease and prior thereto shall be extended automatically on each anniversary of issuance unless the Issuer provides Landlord with not less than forty-five (ii) sixty (6045) days after Sublessee prior written notice of non-renewal, in which case the same shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance be replaced by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Tenant with another Letter of Credit against any Rents or other charges in arrears, or to repair damage to which complies with the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective foregoing requirements at least thirty (30) days before prior to its expiration. It is agreed that in the termination event (i) Tenant defaults in the performance or expiration observance of any of the terms, provisions, covenants and conditions of this Lease, including the payment of Rent or any other sum due from Tenant with respect to the Lease, or (ii) the Letter of Credit that it replaces; (b) is not extended or replaced by Tenant in a manner which complies with the foregoing provisions of this Section, Landlord shall have the right but shall not be required amount; (c) is to, from time to time without prejudice to any other remedy Landlord may have on the same terms and conditions as account thereof, to present the Letter of Credit it replaces; for payment and to retain the proceeds as security in the event of an occurrence under clause (di) is issued above, or in the event of an occurrence under clause (i) above, to use, apply or retain the whole or any part of the proceeds to the extent Landlord could use, apply or retain any other funds deposited with Landlord as a Security Deposit hereunder, and any amounts so used, applied or retained shall be replenished by a bank having the same or better credit rating Tenant as the bank that issued provided in Section 5.03 below. If Landlord presents the Letter of Credit it replaces for payment, no interest shall be payable to Tenant on the proceeds. Tenant shall not assign or encumber or attempt to assign or encumber the Letter of Credit deposited (or the proceeds thereof) as part of the Security Deposit, and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretion.neither Landlord

Letter of Credit. Within ten (10a) days of If, under the date hereofLease, Sublessee shall Lessee is required or elects to provide Sublessor Lessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "a Letter of Credit"), the provisions of this Section shall apply. Any Letter of Credit provided by Lessee to Lessor will be issued and payable by a Pre-Approved Bank or another bank acceptable to Lessor in its sole and absolute discretion and in substantially the form of Schedule 13, or in another form and substance reasonably acceptable to SublessorLessor in its sole and absolute discretion, and which shall and, if not expire until issued by a Pre-Approved Bank or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter New York branch of Credit. If Sublessee shall fail a major international bank acceptable to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, Lessor in its sole and absolute discretion from time to time, replace will be confirmed by and payable at the New York branch of a major international bank acceptable to Lessor in its sole and absolute discretion from time to time, and will be issued as security for all payment obligations of Lessee or any existing Letter its Affiliates under the Lease and each Other Agreement (including any and all Losses suffered or incurred by Lessor or any of Credit with its Affiliates in respect of which Lessee or any if its Affiliates is obligated under the Lease or each Other Agreement), which shall remain in full force and effect until the Required LC Expiry Date and may be drawn down by Lessor upon demand at any time or times prior to the Required LC Expiry Date following (i) the occurrence of an Event of Default or a new Letter Default under clause (g) of Credit if Schedule 9, or (ii) the new Letter receipt by Lessor of Credit (a) becomes effective at least thirty (30) days before the termination or expiration notice of non-renewal of the Letter of Credit that it replaces; under Section 5.14(b) below. (b) is in The Letter of Credit may have a validity period or periods ending prior to the required amount; Required LC Expiry Date, provided that (ci) is on the same terms and conditions as the Letter of Credit it replaces; shall be renewed automatically, without further act or deed by any party, until such time as Lessor receives notice of non-renewal of the Letter Credit, (dii) is issued by a bank having the same or better credit rating as the bank that issued notice of non-renewal of the Letter of Credit it replaces and that is otherwise reasonably acceptable shall be provided to Sublessor); Lessor no less than 30 Business Days prior to its then scheduled expiry date, (eiii) otherwise complies with Lessor shall be entitled to draw the full amount of the Letter of Credit immediately in (c) If at any time during the Term, the current issuing or confirming bank for the Letter of Credit ceases to meet the requirements set forth in the definition of this Section 19; Pre-Approved Bank, Lessee shall within five (5) Business Days after the date of notice from Lessor of such decrease in credit rating, cause the Letter of Credit to be replaced by a Letter of Credit issued by another bank that meets the definition of a Pre-Approved Bank and (fif requested by Lessor in its sole and absolute discretion) provided that Sublessee first obtains such replacement Letter of Credit is confirmed by another bank that meets the requirement of a Pre-Approved Bank. (d) If Lessor makes a drawing under the Letter of Credit, Lessee shall, following a demand in writing by Lessor, immediately cause the maximum amount available for drawing under the Letter of Credit to be restored to the level at which it stood immediately prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionto such drawing.

Letter of Credit. Within ten the Lessee shall be entitled, instead of paying the Security Deposit in cash in accordance with sub-clause (10a) days of above, to provide the date hereof, Sublessee shall provide Sublessor Lessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "Letter of Credit"). In the event that the Lessee elects to provide the Letter of Credit, in form and substance reasonably acceptable to Sublessor, and which the following provisions shall not expire until or shall be renewed beyond the later to occur of apply: (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee Lessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply cause the Letter of Credit against to be renewed or replaced by the issuing bank not later than 10 Business Days before the expiration of such Letter of Credit, and shall cause the Letter of Credit to remain in effect, as renewed, until 90 days after the scheduled Expiry Date. (ii) If an Event of Default occurs and for as long as it continues, the Lessor (or, so long as the Security Interest of the Mortgage shall remain in effect, the Lender) may (but shall not be obliged to) call on the Letter of Credit and use or apply the proceeds in or towards satisfaction of any Rents or other charges in arrears, sums due and payable to the Lessor under this Agreement or to repair damage to compensate the Sublet Premises caused by Sublessee Lessor or Sublessee's employeesLender for any sums which it may, contractorsin its discretion, invitees advance or licensees, or on account of any other damages suffered by Sublessor expend as a result of Sublessee's any such Event of Default. Notwithstanding any such use or application by the Lessor or the Lender, the Lessee shall remain in default hereunder under this Agreement until the full amount owed by the Lessee, including interest accrued thereon pursuant to Clause 5.9, shall have been paid to the Lessor and the Lender. If the Lessor or, if applicable, the Lender so uses or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession applies all or any portion of the Sublet Premises or other remedies amount available on account of Sublessee's default or any other reason shall not be affected by under the fact that Sublessor holds such Letter of Credit. If Sublessee , the Lessee shall fail to deliver immediately, on demand of the Letter Lessor or the Lender, procure the issue of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if acceptable to the new Lessor and the Lender for an amount equal to the amount so used or applied, or shall pay to the Lessor an amount in cash equal to the amount so used or applied to be held pursuant to Clause 5.1(a). (iii) The Letter of Credit shall be returned to the Lessee within five Business Days of. (a1) becomes effective redelivery of the Aircraft to the Lessor in the condition required by Clause 12 of, and Schedule 3 to, this Agreement; or (2) receipt by the Lessor of the Agreed Value following a Total Loss and all other amounts due under Clause 11.1(b); or in either case, at least thirty (30) days before such later time as the termination or expiration of Lessor is satisfied that the Lessee has irrevocably paid to the Lessor all amounts which are at that time outstanding under this Agreement; provided always that the Lessor shall not be obliged to return the Letter of Credit that it replaces; (b) is in if, at the required amount; (c) is on the same terms relevant time, a Default shall have occurred and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretioncontinuing.

Letter of Credit. Within ten (10i) days As of the date hereofClosing Date, Sublessee Newco shall, and Collegium shall provide Sublessor with cause Newco to, deliver to Depomed an irrevocable standby letter of credit in the amount of $102,191.25 from a nationally recognized financial institution (the "Letter of Credit"“Financial Institution”), in form and substance reasonably acceptable to SublessorDepomed, in favor of Depomed (the “Letter of Credit”) in an aggregate amount of Thirty-Three Million Seven Hundred Fifty Thousand Dollars ($33,750,000) (the “Maximum Stated Value”), to be issued pursuant to a master agreement in form and substance reasonably acceptable to Depomed (the “Master Letter of Credit Agreement”, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply together with the Letter of Credit against any Rents or other charges in arrearsCredit, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the “Letter of Credit as aforesaid, Sublessor Documents”). Depomed shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing draw upon the Letter of Credit with Credit, up to the Maximum Stated Value, in the event that there is a new Letter shortfall in the Minimum Quarterly Payment made to Depomed by Collegium pursuant to Section 7.3(a) hereof, solely to the extent of Credit if such quarterly shortfall as determined in good faith by Depomed (a “Quarterly Shortfall”), provided that Collegium does not pay the new Letter amount of Credit such Quarterly Shortfall to Depomed within forty-five (a) becomes effective at least thirty (3045) days before after the termination or expiration last day of such calendar quarter. (ii) At any time prior to the Expiration Date (as defined below), Depomed may provide a written notice to the Financial Institution and Newco asserting a Quarterly Shortfall (the “Claim Notice”). The Claim Notice shall state the amount of such Quarterly Shortfall (the “Claim Amount”). Following its receipt of a Claim Notice, the Financial Institution shall permit Depomed to draw upon the Letter of Credit that it replaces; (b) is in the required amount; (c) is on amount of the same terms Claim Amount and conditions as shall deliver the applicable funds under the Letter of Credit it replaces; in accordance with the Claim Notice. (diii) is issued by a bank having the same or better credit rating as the bank that issued Newco shall, and Collegium shall cause Newco to, maintain the Letter of Credit it replaces and in effect until the earliest of (A) 5:00 p.m. eastern time on the day that is otherwise reasonably acceptable to Sublessor); sixty-one (e61) otherwise complies with days after the requirements fourth anniversary of the Closing Date, (B) the date on which the Financial Institution honors a drawdown on the Letter of Credit which exhausts the Maximum Stated Amount and (C) the termination of this Agreement by either party ((A), (B) or (C), the “Expiration Date”). For clarity, if there is any drawdown on the Letter of Credit pursuant to this Section 19; 7.7(a)(iii), Newco shall not be obligated, and (f) provided that Sublessee first obtains Collegium shall not be obligated to cause Newco to, reissue the prior written consent Letter of SublessorCredit at the full Maximum Stated Value or at any value. Further, which consent may if there is any drawdown on the Letter of Credit pursuant to this Section 7.7(a)(iii), Newco shall not be withheld obligated, and Collegium shall not be obligated to cause Newco, to maintain the Letter of Credit in Sublessor's sole discretionan aggregate amount of the Maximum Stated Value for the term of this Agreement.

Letter of Credit. Within ten (10) days of At the date Closing hereof, Sublessee shall provide Sublessor with an irrevocable a standby letter of credit in the amount of $102,191.25 1,250,000.00 having an expiration date of twenty-five (25) months of the Closing Date and payable to the Escrow Agent (the "Letter of Credit"), ) shall be delivered by Buyer to the Escrow Agent to be held in form and substance reasonably acceptable to Sublessoraccordance with the terms of this Section 14. The Letter of Credit shall be drawable solely by the Escrow Agent, and solely upon a circumstance which would entitle Seller to receive all or a portion of the proceeds of the Letter of Credit as set forth in this Section 14. The Letter of Credit shall not expire until or in any event be drawn upon without at least five (5) business days' prior written notice to Buyer within which period Buyer in its sole discretion shall be renewed beyond entitled to deposit with the later Escrow Agent an amount of cash in lieu of the Escrow Agent's drawing upon the Letter of Credit. If there shall be any dispute as to occur whether Seller is entitled to all or any portion of the proceeds of the Letter of Credit, or whether Buyer is entitled to the return of the Letter of Credit or any part thereof, the Escrow Agent shall not make any delivery, but in such event the Escrow Agent shall hold the Letter of Credit (ior the cash proceeds thereof) sixty (60) days after until receipt by the expiration Escrow Agent of an authorization in writing signed by all parties having an interest in such dispute, directing the disposition of same, or sooner termination in the absence of this Sublease such authorization the Escrow Agent shall hold the Letter of Credit until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given, or (ii) sixty (60) days after Sublessee shall have fully vacated proceedings for such determination are not begun within a reasonable period of time and diligently continued, the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor Escrow Agent shall have the right, but not the obligationat any time thereafter, to apply commence an action or proceeding, at the sole cost and expense of Buyer and Seller, in the nature of an interpleader in any court having jurisdiction thereof, and to deposit the Letter of Credit against any Rents (or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration of the Letter of Credit that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretion.the

Letter of Credit. Within ten (10a) days of Subject to the date terms and conditions hereof, Sublessee shall provide Sublessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "Letter of Credit"), in form and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of Agent shall: (i) sixty (60) days after from time to time issue or cause the expiration or sooner termination L/C Issuer to issue Documentary Letters of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security Credit for the faithful performance purpose of financing the importation of Eligible Inventory and Stand-by Sublessee Letters of all its covenants and agreements under this Sublease. Sublessor shall have Credit to secure obligations of Borrower approved by Agent, in each case, issued for the rightaccount of Borrower; provided, but however, that Agent will not be required to issue or cause to be issued any Letters of Credit to the obligation, to apply extent that the issuance of such Letters of Credit would then cause the sum of: (A) the outstanding Revolving Loans plus (B) the Letter of Credit against Obligations (with the requested Letter of Credit being deemed to be outstanding for purposes of this calculation) to exceed the lesser of: (x) the Revolving Loan Commitment or (y) the Borrowing Base (plus any Rents overadvances permitted to be outstanding at such time in the sole discretion of Agent, pursuant to paragraph 23 hereof) in effect prior to the issuance of the requested Letter of Credit. The maximum amount of outstanding Documentary Letters of Credit shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate at any time. The maximum amount of outstanding Stand-by Letters of Credit shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate at any time. Each disbursement or payment by the L/C Issuer or Agent related to Letters of Credit shall be deemed to be a Revolving Loan and shall bear interest as a Revolving Loan. Letters of Credit that have not been drawn upon shall not bear interest. (b) Borrower may from time to time upon notice not later than 12:00 Noon, Chicago Time, at least three (3) Business Days in advance, request Agent to assist Borrower in establishing or opening a Letter of Credit by delivering to Agent at the Payment Office, the L/C Issuer’s standard form of letter of credit application (the “Letter of Credit Application”) completed to the satisfaction of the L/C Issuer; and, such other certificates, documents and other papers and information as Agent may reasonably request. (c) Each Letter of Credit shall, among other things: (i) provide for the payment of sight drafts when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance and in no event later than the last day of the Term. Each Letter of Credit Application and each Letter of Credit shall be subject to: (x) the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500, and any amendments or revision thereof in connection with any Documentary Letter of Credit and (y) ISP 98 in connection with any Standby Letter of Credit, or with respect to any Letter of Credit Application or Letter of Credit, any other rules, regulations and customs prevailing at the place where any such Letter of Credit Application is made or where any such Letter of Credit is available or the drafts are drawn or negotiated and, to the extent not inconsistent therewith, the laws of the State of New York. (d) In connection with the issuance of any Letter of Credit, Borrower shall indemnify, save and hold Agent, each Lender and each L/C Issuer harmless from any loss, cost, expense or liability, including, without limitation, payments made by Agent, any Lender or any L/C Issuer, and expenses and reasonable attorneys’ fees incurred by Agent, any Lender or any L/C Issuer arising out of, or in connection with, any Letter of Credit to be issued for the account of Borrower. Borrower shall be bound by the L/C Issuer’s regulations and good faith interpretations of any Letter of Credit issued or created for Borrower’s account, although this interpretation may be different from Borrower’s own; and, neither Agent nor any Lender, any L/C Issuer, nor any of their respective correspondents shall be liable for any error, negligence, or mistakes, whether of omission or commission, in following Borrower’s instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Letter of Credit, except for Agent’s or any Lender’s or such correspondents’ gross (not mere) negligence or willful misconduct. (e) Borrower shall authorize and direct the L/C Issuer to name Borrower as the “Account Party” therein and to deliver to Agent all instruments, documents, and other writings and property received by the L/C Issuer pursuant to the Letter of Credit and to accept and rely upon Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit and the application therefor. (f) In connection with all Letters of Credit issued or caused to be issued by Agent under this Agreement, Borrower hereby appoints Agent, or its designee, as its attorney, with full power and authority: (i) to sign and/or endorse Borrower’s name upon any warehouse or other charges receipts, letter of credit applications and acceptances; (ii) to sign Borrower’s name on bills of lading; (iii) to clear Inventory through the United States of America Customs Department (“Customs”) in arrearsthe name of Borrower or Agent or Agent’s designee, and to sign and deliver to Customs officials powers of attorney in the name of Borrower for such purpose; (iv) to complete in the name of Agent, or Agent’s designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof; (v) to repair damage clear and resolve any questions of non-compliance of documents; (vi) to give any instructions as to acceptance or rejection of any documents or goods; (vii) to execute any and all applications for steamship or airways guarantees, indemnities or delivery orders; (viii) to grant any extensions of the maturity of, time of payment for, or time of presentation of, any drafts, acceptances, or documents; and (ix) to agree, subject to the Sublet Premises caused prior written approval of Borrower, to any amendments, renewals, extensions, modifications, changes or cancellation of any of the terms or conditions of any of the applications, Letters of Credit, drafts or acceptances; all in Agent’s sole name, and the L/C Issuer shall be entitled to comply with and honor any and all such documents or instruments executed by Sublessee or Sublessee's employeesreceived solely from Agent; all without notice to or consent from Borrower. Neither Agent nor its attorneys will be liable for any acts or omissions nor for any error of judgment or mistakes of fact or law, contractorsexcept for Agent’s or its attorney’s gross (not mere) negligence or willful misconduct. This power, invitees being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding. (g) Neither Agent nor any Lender shall be responsible for: the existence, character, quality, quantity, condition, packing, value or licenseesdelivery of the goods purporting to be represented by any documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of the goods from that expressed in the documents; the validity, sufficiency or genuineness of any documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent, or forged (assuming the absence of any fraud or forgery on the part of Agent, Lenders or their respective agents); the time, place, manner or order in which shipment is made; partial or incomplete shipment, or failure or omission to ship any or all of the goods referred to in the Letters of Credit or documents; any deviation from instructions, delay, default, or fraud by the shipper and/or any one else in connection with the Collateral or the shipping thereof; or any breach of contract between the shipper or vendors and Borrower. (h) Any necessary import, export or other licenses or certificates for the import or handling of the Collateral will have been promptly procured; all foreign and domestic governmental laws and regulations in regard to the shipment and importation of the Collateral or the financing thereof will have been promptly and fully complied with; any certificates in that regard that Agent may at any time request will be promptly furnished. In this connection, Borrower warrants and represents that all shipments made under any such Letters of Credit are in accordance with the governmental laws and regulations of the countries in which the shipments originate and terminate, and are not prohibited by any such law and regulations. Borrower assumes all risk, liability and responsibility for, and agrees to pay and discharge all present and future local, state, federal or foreign taxes, duties, or levies. Any embargo, restriction, laws, customs or regulations of any country, state, city or other political subdivision where the Collateral is or may be located or wherein payments are to be made or wherein drafts may be drawn, negotiated, accepted, or paid shall be solely at Borrower’s risk, liability and responsibility. (i) Each Lender shall, in proportion to such Lender’s Commitment Percentage of the aggregate amount of all disbursements made with respect to the Letters of Credit, be deemed to have irrevocably purchased an undivided participation in each Revolving Loan made as a consequence of such disbursement. In the event that at the time a disbursement is made the unpaid balance of Revolving Loans exceeds or would exceed, with the making of such disbursement, the lesser of the Revolving Loan Commitment or the Borrowing Base (plus any overadvances permitted to be outstanding at such time in the sole discretion of Agent pursuant to paragraph 23 hereof), and such disbursement is not reimbursed by Borrower within two (2) Business Days, Agent shall promptly notify each Lender and upon Agent’s demand each Lender shall pay to Agent such Lender’s proportionate share of such unreimbursed disbursement together with such Lender’s proportionate share of Agent’s unreimbursed costs and expenses relating to such unreimbursed disbursement. Upon receipt by Agent of a repayment from Borrower of any amount disbursed by Agent for which Agent had already been reimbursed by the Lenders, Agent shall deliver to each of the Lenders that Lender’s pro rata share of such repayment. Each Lender’s participation commitment shall continue until the last to occur of any of the following events: (A) Agent ceases to be obligated to issue or cause the issuance of Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than Borrower) have been fully reimbursed for all payments made under or relating to Letters of Credit. (j) The obligations of a Lender to make payments to the Agent for the account of the Agent or the L/C Issuer with respect to a Letter of Credit shall be irrevocable, without any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the Other Agreements; (B) the existence of any claim, setoff, defense or other right which Borrower may have at any time against a beneficiary named in such Letter of Credit or any transferee of such Letter of Credit (or any Person for which any such transferee may be acting), the Agent, L/C Issuer, any Lender, or any other damages suffered person, whether in connection with this Agreement, such Letter of Credit, the transactions contemplated herein or any related transactions (including any underlying transactions between Borrower or any other party and the beneficiary named in such Letter of Credit); (C) any draft, certificate or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (D) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement or any of the Other Agreements; (E) any failure by Sublessor the Agent to provide any notices required pursuant to this Agreement relating to such Letter of Credit; (F) any payment by the L/C Issuer under any of the Letters of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit (if, in the good faith opinion of the L/C Issuer, such prepayment is deemed to be appropriate); or (G) the occurrence of any Default or Event of Default, provided, however, that after paying in full its reimbursement obligation hereunder, nothing herein shall adversely affect the right of Borrower or any Lender, as the case may be, to commence any proceeding against such L/C Issuer for any wrongful disbursement made by such L/C Issuer under a Letter of Credit as a result of Sublessee's default hereunder acts or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises omissions constituting gross (not mere) negligence or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration of the Letter of Credit that it replaces; (b) is in the required amount; (c) is willful misconduct on the same terms and conditions as the Letter part of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionsuch L/C issuer.

Letter of Credit. Within ten (10a) days of the date hereof, Sublessee shall provide Sublessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "Letter of Credit"), in form The Joint Venturers hereby acknowledge that NOC and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall its affiliates have fully vacated the Sublet Premises, which Sublessor will hold as security arranged for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to be issued for the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of a subsidiary of NOC as part of obtaining the Project Financing which benefits the Joint Venture. The Joint Venturers further hereby acknowledge and agree that any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds dollar amount drawn under such Letter of CreditCredit is intended to, and shall be deemed to be, a loan from NOC to the Joint Venture. If Sublessee shall fail Under the terms of the Guaranty, the Joint Venture or an Affiliate of NOC will be entitled to deliver request that the Letter of Credit as aforesaidbe drawn upon in order to fund costs incurred in connection with the construction of the Project up to an amount equal to $3,600,000 (a "Construction Draw Request"). Notwithstanding anything to the contrary in the Guaranty or any other documents entered into by the Joint Venture in connection with the Project Financing (collectively, Sublessor the "Loan Documents"), CADCo hereby agrees that NOC shall have be solely entitled to submit any Construction Draw Request on behalf of the right Joint Venture (to terminate this Sublease immediatelythe extent that such a draw request is permitted by the Guaranty). Sublessee may, from time to time, replace In the event any existing draw is made on the Letter of Credit either by or on behalf of the CDA pursuant to the Loan Documents or pursuant to any Construction Draw Request, then upon the making of such draw CADCo shall immediately be required to contribute to the Joint Venture, additional Capital Contribution the sole purpose of funding the payment to NOC described below in this Section 6.5, an amount, in cash, equal to 50% of the amount of such draw (together with interest thereon at the Interest Rate from the date of such draw until the date the full amount so drawn has been contributed by CADCo to the Joint Venture and distributed by the Joint Venture to NOC as provided below in this Section). Upon the Joint Venture's receipt of any such additional Capital Contribution from CADCo, the Joint Venture shall, notwithstanding any other provision hereof to the contrary, immediately distribute the full amount of such additional Capital Contribution by CADCo to NOC, in cash. In the event that CADCo fails to make such required additional Capital Contributions within five days after receiving notice of a new draw on the Letter of Credit if Credit, NOC shall be entitled to receive all Available Cash of the new Joint Venture otherwise distribute or payable to CADCo (prior to any payment to the Joint Ventures of Booking Management Fees (or the making of any reserve therefor) out of Available Cash) until the aggregate amount of such distributions of Available Cash to NOC (as a Joint Venturer) equal the aggregate amount of such additional Capital Contributions required from, but not contributed by, CADCo together with interest thereon at the Interest Rate from the date of such draw, provided, that such a failure by CADCo shall entitle NOC to exercise the rights and remedies provided in the Agreement upon the failure of a Joint Venturer to repay a Venturer Loan. Each Joint Venturer hereby further confirms that it has obtained (in favor of NOC or its Affiliate that is the account party on the Letter of Credit Credit) the guaranty of its principal ultimate shareholder (abeing Koplik, in the case of CADCo, and Xxxxxx X. Xxxxxxxxxxx, Xx., in the case of NOC) becomes effective at least thirty of payment to NOC of up to $500,000 (30i.e., $500,000 for each of Messrs. Koplik and Nederlander, Sr.) days before of the termination or expiration first $1,000,000 in draws against the Letter of Credit, which guarantees shall be paid on an equal, pari passu basis. (b) The Joint Venture shall pay on demand all reasonable costs and expenses incurred by NOC and its Affiliates in connection with the preparation, issuance, delivery, recording and administration of the Letter of Credit that it replaces; including, without limitations the reasonable fees and out-of-pocket expenses of legal counsel and all costs and expenses in connection with any drawing against (b) is in the required amount; (c) is on the same terms and conditions as including wire transfer or fees), maintenance, renewal, or cancellation of the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionCredit.

Letter of Credit. Within ten (10) days On the terms and conditions hereinafter set forth, ---------------- the Agent shall from time to time during the period beginning on the Effective Date and ending on the Maturity Date upon request of Borrower issue standby and/or commercial Letters of Credit for the date hereof, Sublessee shall provide Sublessor with an irrevocable standby letter account of credit in the amount of $102,191.25 Borrower (the "Letter Letters of Credit"), ) in form such face amounts as Borrower may request. The face amount of all Letters of Credit issued and substance reasonably acceptable to Sublessor, and which shall not expire until or outstanding hereunder shall be renewed beyond considered as Advances and all payments made by the later to occur Agent on such Letters of Credit shall be considered as Advances under the Notes. Each Letter of Credit issued for the account of Borrower hereunder shall (i) sixty (60) days after the expiration or sooner termination be in favor of this Sublease or such beneficiaries as specifically requested by Borrower, (ii) sixty have an expiration date not exceeding the earlier of (60a) days after Sublessee shall have fully vacated one year or (b) the Sublet PremisesMaturity Date, which Sublessor will hold and (iii) contain such other terms and provisions as security for the faithful performance may be reasonably required by Sublessee Agent. Each Bank (other than Agent) agrees that, upon issuance of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the any Letter of Credit against any Rents or hereunder, it shall automatically acquire a participation in the Agent's liability under such Letter of Credit in an amount equal to such Bank's Revolving Commitment Percentage of such liability, and each Bank (other charges in arrearsthan Agent) thereby shall absolutely, or unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to repair damage Agent to the Sublet Premises caused by Sublessee or Sublesseepay and discharge when due, its Revolving Commitment Percentage of Agent's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds liability under such Letter of Credit. If Sublessee shall fail The Borrower hereby unconditionally agrees to deliver pay and reimburse the Letter Agent for the amount of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace each demand for payment under any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration of the Letter of Credit that it replaces; (b) is in substantial compliance with the required amount; (c) is on the same terms and conditions as the provisions of any such Letter of Credit it replaces; (d) at or prior to the date on which payment is issued to be made by a bank having the same Agent to the beneficiary thereunder, without presentment, demand, protest or better credit rating as the bank that issued the other formalities of any kind. Upon receipt from any beneficiary of any Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the demand and the date upon which such payment is to be made by the Agent to such beneficiary in respect of such demand. Forthwith upon receipt of such notice from the Agent, Borrower shall advise the Agent whether or not it replaces intends to borrow hereunder to finance its obligations to reimburse the Agent, and that is otherwise reasonably acceptable if so, submit a Notice of Borrowing as provided in Section 2.3(a) hereof. If Borrower fails to Sublessor); (e) otherwise complies with so advise Agent and thereafter fail to reimburse Agent, the requirements Agent shall notify each Bank of this Section 19; the demand and (f) provided that Sublessee first obtains the prior written consent failure of Sublessorthe Borrower to reimburse the Agent, and each Bank shall reimburse the Agent for its Revolving Commitment Percentage of each such draw paid by the Agent and unreimbursed by the Borrower. All such amounts paid by Agent and/or reimbursed by the Banks shall be treated as an Advance or Advances under the Revolving Commitment, which consent may Advances shall be withheld in Sublessor's sole discretionimmediately due and payable and shall bear interest at the Default Rate.

Letter of Credit. Within ten (10a) days of In order to guarantee their indemnity obligations under Section 11.1, the date hereof, Sublessee Seller Parties shall provide Sublessor with an irrevocable the Buyer at Closing a standby letter of credit in form and substance, and issued by a financial institution reasonably acceptable to Buyer in the amount of $102,191.25 5,000,000 (the "“First Letter of Credit"Credit Amount”); provided that, in form and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after on the expiration or sooner termination of the period of eighteen (18) months from the date of this Sublease Agreement, the standby letter of credit shall be reduced to the greater of $2,500,000 or the aggregate face amounts of any pending Claims for which the Seller Parties may have an obligation to make indemnification, but to an amount no greater than the First Letter of Credit Amount (the “Second Letter of Credit Amount”), and (ii) sixty on the expiration of the thirty-six (6036) days after Sublessee month period from the date of this Agreement, the letter of credit shall be reduced to the aggregate face amounts of any pending Claims for which the Seller Parties may have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the rightan obligation to make indemnification, but not to an amount no greater than the obligation, to apply the Second Letter of Credit against Amount. (b) At any Rents or other charges in arrearstime, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor Seller Parties shall have the right to terminate this Sublease immediately. Sublessee maydeposit any amount required to be held by the Seller Parties under Section 11.5(a) in an interest bearing escrow account with an authorized entity acceptable to both the Seller Parties and Buyer, from time on escrow terms mutually acceptable to timeboth Seller Parties and Buyer, replace any existing Letter of Credit with a new Letter of Credit if and reduce the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration amount of the Letter letter of Credit credit otherwise required thereunder dollar for dollar. Any interest accrued in respect of the deposit shall belong to the Seller Parties, and the Seller Parties shall have the right to withdraw any such interest accrued, it being understood that it replaces; (b) is the Seller Parties are only required to maintain in the escrow account the amount required amount; to be maintained under Section 11.5(a). (c) is on The Seller Parties agree that subject to the same terms and conditions limitations of survival of indemnities set forth in Section 11.3 hereof, the standby letter of credit or the escrow account, as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionapplicable, shall be maintained until the final disposition of any such Claim for which the Corporate Sellers may have an obligation to make indemnification.

Letter of Credit. Within ten (10) days Any Event of the date hereofDefault for purposes of this Section 35 shall mean an Event of Default that is monetary in nature or an Event of Default that has liquidated into a monetary Event of Default. Concurrent with Tenant’s execution and delivery of this Lease, Sublessee Tenant shall provide Sublessor with deliver to Landlord an unconditional, irrevocable standby letter of credit (“LC”) in the original amount of Four Hundred Thousand and no/100 Dollars ($102,191.25 400,000.00) (the "Letter of Credit"“LC Stated Amount”), in form and substance reasonably acceptable to Sublessor, and which shall not expire until or . The LC shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold held by Landlord as security for the faithful performance by Sublessee Tenant of all its of the terms, covenants and agreements conditions of this Lease to be kept and performed by Tenant, and the parties hereto acknowledge and agree that the LC does not constitute and shall not, in any event, be deemed to constitute a security deposit. The LC shall be issued by a national money center bank reasonably acceptable to Landlord, and shall be in the form attached hereto as Exhibit J. Tenant shall pay all expenses, points and/or fees incurred in obtaining and renewing the LC. The LC shall be effective from the date of delivery thereof through the date which is one hundred (100) days after the expiration of the Lease Term (the “LC Expiration Date”). The LC may be re-issued, renewed or replaced for annual periods, provided that the LC Stated Amount is not reduced except as expressly provided below. Each reissue, renewal or replacement LC shall be in the form attached hereto as Exhibit J, and shall be subject to Landlord’s prior written approval. The LC Stated Amount shall be reduced by One Hundred Thousand and 0/100 Dollars ($100,000.00) on the day after the expiration of the twenty-sixth (26th) month following the Commencement Date and shall continue to be reduced by such amount following the expiration of subsequent one (I) year periods (herein, each a “Reduction Date”), subject to the provisions of Subparagraphs (a) and (b) immediately below, until it has been reduced to $100,000.00, at which amount it will remain until the expiration of the Term (as it may be extended). (a) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing on a Reduction Date, or if an Event of Default would exist and be continuing on a Reduction Date but Landlord is barred by applicable law from sending a notice of default to Tenant with respect thereto, or if Tenant is in default under this Sublease. Sublessor shall have the rightLease and Tenant has received notice thereof as required by this Lease, but not failed to cure such default within the obligationtime period permitted under this Lease or such lesser time as may remain before a Reduction Date, to apply then the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason LC Stated Amount shall not be affected by reduced on such Reduction Date (but shall be reduced upon the fact that Sublessor holds curing of such Letter default, subject, however, to Landlord’s draw on the LC as permitted hereunder in connection with an Event of Credit. If Sublessee shall fail Default). (b) Tenant hereby covenants to deliver the Letter of Credit as aforesaid, Sublessor shall have the right provide to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least Landlord not less than thirty (30) days before prior to each Reduction Date, a certificate signed by an authorized officer or manager of Tenant stating to the termination or expiration best knowledge of the Letter certifying officer or manager, Tenant’s net worth (i.e., the amount by which the sum of Credit that it replaces; Tenant’s assets, excluding goodwill but including current accounts receivable, exceeds Tenant’s liabilities) as of a date not earlier than twelve (b12) months prior to the applicable Reduction Date. If Tenant’s net worth as of such date is in a negative number, or if Tenant fails to provide the certification as required amount; hereunder, then the LC Amount shall not be reduced on the applicable Reduction Date. (c) If, following the IPO, Tenant’s “net worth” is on greater than the same terms aggregate amount of the remaining gross lease payments over the remainder of the Term as it may be extended, the LC shall be returned to Tenant and conditions (subject to the following sentence) Tenant shall not be required to obtain any future LC. Should Tenant’s tangible net worth subsequently fall below the remaining gross lease payments over the remainder of the Term as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable may be extended, Tenant will again be required to Sublessor); (e) otherwise complies deliver an LC in accordance with the requirements terms of this Section 19; Section, subject to any and (f) provided all reductions that Sublessee first obtains would have occurred on any subsequently occurring Reduction Date. As used herein, “net worth” shall mean the prior written consent amount by which the sum of SublessorTenant’s assets, which consent may be withheld in Sublessor's sole discretionexcluding goodwill but including current accounts receivable, exceeds Tenant’s liabilities.

Letter of Credit. Within ten (10a) days of If, under the date hereofLease, Sublessee shall Lessee is required or elects to provide Sublessor Lessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "a Letter of Credit"), the provisions of this Section shall apply. Any Letter of Credit provided by Lessee to Lessor will be issued and payable by a Pre-Approved Bank or another bank acceptable to Lessor in its sole and absolute discretion and in substantially the form of Schedule 13, or in another form and substance reasonably acceptable to SublessorLessor in its sole and absolute discretion, and which shall and, if not expire until issued by a Pre-Approved Bank or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter New York branch of Credit. If Sublessee shall fail a major international bank acceptable to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, Lessor in its sole and absolute discretion from time to time, replace will be confirmed by and payable at the New York branch of a major international bank acceptable to Lessor in its sole and absolute discretion from time to time, and will be issued as security for all payment obligations of Lessee or any existing Letter its Affiliates under the Lease and each Other Agreement (including any and all Losses suffered or incurred by Lessor or any of Credit with its Affiliates in respect of which Lessee or any if its Affiliates is obligated under the Lease or each Other Agreement), which shall remain in full force and effect until the Required LC Expiry Date and may be drawn down by Lessor upon demand at any time or times prior to the Required LC Expiry Date following (i) the occurrence of an Event of Default or a new Letter Default under clause (g) of Credit if Schedule 9, or (ii) the new Letter receipt by Lessor of Credit (a) becomes effective at least thirty (30) days before the termination or expiration notice of non-renewal of the Letter of Credit that it replaces; under Section 5.14(b) below. (b) is in The Letter of Credit may have a validity period or periods ending prior to the required amount; Required LC Expiry Date, provided that (ci) is on the same terms and conditions as the Letter of Credit it replaces; shall be renewed automatically, without further act or deed by any party, until such time as Lessor receives notice of non-renewal of the Letter Credit, (dii) is issued by a bank having the same or better credit rating as the bank that issued notice of non-renewal of the Letter of Credit it replaces and shall be provided to Lessor no less than 30 Business Days prior to its then scheduled expiry date, (iii) Lessor shall be entitled to draw the full amount of the Letter of Credit immediately in the event that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with Lessor receives any notice of non-renewal of the requirements Letter of this Section 19Credit; and (fiv) provided 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, the current issuing or confirming bank for the Letter of Credit ceases to meet the requirements set forth in the definition of Pre-Approved Bank, Lessee shall within five (5) Business Days after the date of notice from Lessor of such decrease in credit rating, cause the Letter of Credit to be replaced by a Letter of Credit issued by another bank that Sublessee first obtains meets the definition of a Pre-Approved Bank and (if requested by Lessor in its sole and absolute discretion) that such replacement Letter of Credit is confirmed by another bank that meets the requirement of a Pre-Approved Bank. (d) If Lessor makes a drawing under the Letter of Credit, Lessee shall, following a demand in writing by Lessor, immediately cause the maximum amount available for drawing under the Letter of Credit to be restored to the level at which it stood immediately prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionto such drawing.

Letter of Credit. Within ten (10a) days of To secure the date hereofGuaranteed Amount, Sublessee the Guarantors shall provide Sublessor with an irrevocable deliver or cause to be delivered to Best a standby letter of credit in the initial face amount of Ten Million Dollars ($102,191.25 10,000,000) substantially in the form annexed hereto as Exhibit B (such letter of credit, together with any replacements therefor, the "Letter of Credit"), in form and substance reasonably acceptable to Sublessor, and which . (b) The Letter of Credit shall not provide that it shall expire until or shall be renewed beyond on the later earliest to occur of (i) sixty the drawing by Best of all amounts available thereunder, (60ii) days after the expiration or sooner termination of this Sublease or (iiGuaranty pursuant to Sections 1(b)(A)(ii) sixty (60and/or 1(c) days after Sublessee shall have fully vacated the Sublet Premiseshereof, which Sublessor will hold as security for termination shall be certified to the faithful performance by Sublessee issuer of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or by Best (Best hereby agreeing to repair damage cause such certification to be delivered to such issuer to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account extent Best reasonably determines that the Guaranty terminates pursuant to either of any other damages suffered by Sublessor as a result such sections) and (iii) the date which is one year from the date of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of its issuance (the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit"Expiration Date"). If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least not later than thirty (30) days before prior to the termination initial or expiration of any subsequent Expiration Date, Best shall not have received (A) notice from the issuer thereof that the Letter of Credit has been renewed or (B) evidence that it replaces; the existing Letter of Credit shall be replaced by a Letter of Credit (b) is in the required amountsame amount as the amount currently available to be drawn under the existing Letter of Credit) from National City Bank of Columbus, Xxxxx Fargo, Chase Manhattan Bank or another issuer reasonably satisfactory to Best, then Best shall be permitted to immediately draw the full amount available to be drawn under the Letter of Credit; provided, however, that Best shall deposit such amount in an escrow account (the "Escrow Account") established pursuant to an escrow agreement (the "Escrow Agreement") the terms of which shall be reasonably agreed upon by the Guarantors and Best (such terms to include, without limitation, the provision for the remitting to Guarantors of any escrowed amounts determined under this Guaranty to exceed the Guaranteed Amount) pending (x) the entry by the Bankruptcy Court of final orders with respect to all timely filed allowed Rejection Claims, and (y) if and only if the amount of the Allowed Rejection Claims exceeds the Floor, the establishment of the Final Dividend Rate. (c) is on Subject to the same terms and conditions as of this Guaranty including, without limitation, Section 1(b) hereof, Best may draw upon the Letter of Credit it replaces; for the Guaranteed Amount (or such lesser amount as shall be available for draw thereunder) after a written demand for payment has been made upon Guarantors in accordance with the terms of Section 1(b) above and such payment has not be made within five (5) business days of the receipt of demand therefor. (d) is issued The Letter of Credit shall also provide that (i) in no event may Best draw thereunder an amount in excess of the Guaranteed Amount and (ii) upon a conclusive but reasonable determination by a bank having Best and the same or better credit rating as Guarantors in accordance with Section 1(b)(A)(ii) hereof that the bank that issued Guaranteed Amount shall in all events be less than $10,000,000, the Letter of Credit it replaces shall be reduced such that the face amount thereof shall not be greater than the Guaranteed Amount as so determined by Best and that is otherwise reasonably acceptable the Guarantors, less any draws made thereunder, upon receipt by the issuer thereof of a certificate from Guarantors and Best (a "Reduction Certificate") (Best hereby agreeing to Sublessor); (e) otherwise complies execute and deliver such Reduction Certificate together with the requirements Guarantors in accordance with this clause, to the extent Best reasonably determines that the Letter of this Section 19; and (fCredit should be so reduced) provided that Sublessee first obtains certifying the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionnew Guaranteed Amount.

Letter of Credit. Within ten On the Agreement Date Contractor shall provide Concessionaire with a Letter of Credit in the form of Exhibit H-1 hereto issued by a Qualified Issuer in an amount equal to seven-and-one-half percent (107.5%) days of the date hereofContract Sum as additional security for Contractor’s performance of its obligations hereunder. Upon achievement of Substantial Completion of the New Lanes or any portion or segment thereof for which care, Sublessee shall provide Sublessor with an irrevocable standby letter of credit in custody and control has passed to VDOT pursuant to this Agreement and the Comprehensive Agreement, the amount of $102,191.25 (the "Letter of Credit"), in form and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against in favor of Concessionaire shall be reduced by $10,000,000, and Contractor shall provide VDOT with a Letter of Credit in the form of Exhibit H-2 hereto issued by a Qualified Issuer in an amount equal to $10,000,000. Upon Substantial Completion of the entire Project, the amount of the Letter of Credit issued for the benefit of Concessionaire shall be adjusted to an amount equal to the difference between (x) three percent (3%) of the Contract Sum, minus (y) $30,000,000, and be subject to draw by Concessionaire for the first two (2) years of the Warranty Period applicable to the portion of the Project other than the New Lanes, and the amount of the Letter of Credit issued for the benefit of VDOT shall be adjusted to an amount equal to $30,000,000 and be subject to draw by VDOT (or Concessionaire, to the extent permitted pursuant to Section 7.19 of the ARCA) for the first two (2) years of the Warranty Period applicable to the New Lanes. If any Rents General Warranty claims remain unresolved as of the date the applicable Letter of Credit (or other charges applicable portion thereof) is otherwise permitted to expire pursuant to the preceding sentence, Contractor shall cause the applicable Letter of Credit (or applicable portion thereof) to remain in arrearseffect through the date of resolution of such General Warranty claims, provided that the amount of the Letter of Credit (or applicable portion thereof) shall be reduced following the end of first two (2) years of the applicable Warranty Period to an amount equal to one hundred fifty percent (150%) of the total amount of such outstanding claims. For so long as Contractor is obligated to maintain the Letter of Credit, not later than thirty (30) days prior to the stated expiration date of the Letter of Credit, Contractor shall renew, or to repair damage to cause the Sublet Premises caused by Sublessee or Sublessee's employeesrenewal of, contractors, invitees or licenseeseach outstanding Letter of Credit, or on account replace, or cause the replacement of, each such Letter of any other damages suffered by Sublessor as Credit with one or more replacement Letters of Credit from a result of Sublessee's default hereunder or Qualified Issuer and having a stated amount equal to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession that of the Sublet Premises Letter of Credit being renewed or replaced. For so long as Contractor is obligated to maintain the Letter of Credit, in the event (i) the issuer of a Letter of Credit shall fail to meet the requirements of a Qualified Issuer, (ii) an issuer of a Letter of Credit shall fail to honor the beneficiary’s properly documented request to draw on an outstanding Letter of Credit, or (iii) the issuer of an outstanding Letter of Credit indicated its intent not to renew such Letter of Credit, within five (5) Business Days thereafter Contractor shall provide a substitute Letter of Credit from a Qualified Issuer other remedies available on account of Sublessee's default than the bank that has been downgraded or any other reason shall not be affected by failed to honor the fact that Sublessor holds such outstanding Letter of Credit. If Sublessee shall fail to deliver the Concessionaire (or VDOT) does not receive a replacement Letter of Credit as aforesaidfrom a Qualified Issuer within the time specified in either of the two preceding sentences, Sublessor shall have it may draw on the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration full available amount of the Letter of Credit that it replaces; Credit. Amounts drawn in such circumstances shall be held directly by Concessionaire (bor VDOT, as applicable) is and shall be available to be applied by Concessionaire or VDOT under the conditions set forth in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by Credit. In all cases, the costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing or otherwise administering a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may shall be withheld in Sublessor's sole discretionborne by Contractor.

Letter of Credit. Within ten (10a) days If an Event of Default occurs and for as long as it continues, the Lessor may (but shall not be obliged to) call on the Letter of Credit and use or apply the proceeds in or towards satisfaction of any sums due and payable to the Lessor under this Agreement or to compensate the Lessor for any sums which it advances or expends as a result of any such Event of Default. Notwithstanding any such use or application by the Lessor, the Lessee shall remain in default under this Agreement until the full amount owed by the Lessee, including interest accrued thereon pursuant to Clause 5.11, shall have been paid to the Lessor, subject to the conditions set forth in the immediately following paragraph, as a cash portion of the date hereof, Sublessee shall provide Sublessor with Commitment Fee or the Lessee procures the issue of a new Letter of Credit acceptable to the Lessor for an irrevocable standby letter of credit in amount equal to the amount of $102,191.25 (so used or applied and pays to the "Letter of Credit")Lessor an amount equal to the excess, in form and substance reasonably acceptable to Sublessorif any, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration amount so advanced or sooner termination of this Sublease or expended by the Lessor plus interest accrued thereon pursuant to Clause 5.11 over (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee amount of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents proceeds drawn by the Lessor and so used or other charges in arrearsapplied. Notwithstanding the foregoing, or to repair damage if, and to the Sublet Premises caused by Sublessee or Sublessee's employeesextent that, contractors, invitees or licensees, or on account the form of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the new Letter of Credit as aforesaidprocured or proposed by the Lessee in accordance with this Agreement (using its best efforts and acting in good faith to procure a new Letter of Credit to the Lessor's satisfaction), Sublessor is deemed unsatisfactory by the Lessor, the Lessee shall have the right to terminate this Sublease immediately. Sublessee may, from time pay the equivalent amount to time, replace any existing the Lessor in cash as a cash portion of the Commitment Fee. (b) The Letter of Credit with applicable at the Expiry Date shall not expire until 45 days after the scheduled Expiry Date. (c) The Letter of Credit shall be returned to the Lessee within 20 Business Days of: (i) redelivery of the Aircraft to the Lessor in the condition required by Clause 12 of, and Schedule 3 to, this Agreement; or (ii) receipt by the Lessor of the Agreed Value following a new Total Loss and all other amounts due under Clause 11.1(b); or in either case, at such later time that the Lessee has paid to the Lessor all amounts which are then outstanding or will be payable under this Agreement, PROVIDED ALWAYS that the Lessor shall not be obliged to return the Letter of Credit if and for so long as, at the new Letter relevant time, an Event of Credit Default shall have occurred and be continuing under Clause 13.1(g) or (a) becomes effective at least thirty (30) days before the termination or expiration of the Letter of Credit that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessorh); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretion.

Letter of Credit. Within ten (10At any time on or after the Delivery Date, Lessee shall be entitled, instead of paying and having the Lessor hold the Security Deposit in cash in accordance with Clause 5.1(a) days of above, to provide the date hereof, Sublessee shall provide Sublessor Lessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "Letter of Credit"). In the event that the Lessee elects to provide the Letter of Credit, in form and substance reasonably acceptable to Sublessor, and which the following provisions shall not expire until or shall be renewed beyond the later to occur of apply: (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee Lessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply cause the Letter of Credit against to be renewed or replaced by the issuing bank not later than 30 days before the expiration of such Letter of Credit, and shall cause the Letter of Credit to remain in effect, as renewed, until 90 days after the Expiry Date, subject to Clause 5.1(b)(iii) below. (ii) If an Event of Default occurs and for as long as it continues, the Lessor may (but shall not be obliged to) call on the Letter of Credit and use or apply the proceeds in or towards satisfaction of any Rents or other charges in arrears, sums due and payable to the Lessor under this Agreement or to repair damage to compensate the Sublet Premises caused by Sublessee Lessor for any sums which it may, in its discretion, advance or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor expend as a result of Sublessee's any such Event of Default. Notwithstanding any such use or application by the Lessor, the Lessee shall remain in default hereunder under this Agreement until the full amount owed by the Lessee, including interest accrued thereon pursuant to Clause 5.11, shall have been paid to the Lessor. If the Lessor so uses or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession applies all or any portion of the Sublet Premises or other remedies amount available on account of Sublessee's default or any other reason shall not be affected by under the fact that Sublessor holds such Letter of Credit. If Sublessee , the Lessee shall fail to deliver immediately, on demand of the Letter Lessor, procure the issue of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if acceptable to the new Lessor for an amount equal to the amount so used or applied, or shall pay to the Lessor an amount in cash equal to the amount so used or applied to be held pursuant to Clause 5.1(a). (iii) The Letter of Credit shall be returned to the Lessee within five Business Days of: (a1) becomes effective at least thirty redelivery of the Aircraft to the Lessor in the condition required by Clause 12 and Schedule 3; or (302) days before receipt by the termination Lessor of the Agreed Value following a Total Loss and all other amounts due under Clause 11.1(b); provided, that if, upon the occurrence of any event specified in the foregoing subclause (1) or expiration of (2), any amounts payable by Lessee under this Agreement remain outstanding, then the Letter of Credit shall be returned to Lessee within five Business Days of the Lessor being satisfied that it replaces; (b) is in the required amount; (c) is on Lessee has irrevocably paid to the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank Lessor all amounts which are at that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of time outstanding under this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionAgreement.

Letter of Credit. Within ten Concurrently herewith and annually during the term of this Lease, Lessee shall deliver and deposit with Lessor an Irrevocable Letter of Credit (10) days of the date hereof, Sublessee shall provide Sublessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the a "Letter of Credit")) (in the amount set forth below) issued by Chemical Bank or such other bank as may be designated by Lessee, in form and substance reasonably acceptable subject to SublessorLessor's approval, and not to be unreasonably withheld, each of which Letters of Credit shall not expire until or shall be renewed beyond before September 1 of the later to occur of (i) sixty (60) days after following calendar year, so that, during the expiration or sooner termination term of this Sublease or (ii) sixty (60) days after Sublessee Lease, Lessor shall have fully vacated always be in possession and the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee beneficiary of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit, in full force and effect. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration The form of the Letter of Credit that shall be in substantially the same form as attached hereto as Exhibit "B" and incorporated herein by this reference. The Letter of Credit delivered concurrently herewith shall be in the amount of Five Hundred Twenty-Five Thousand Dollars ($525,000). Each year hereafter, each replacement Letter of Credit to be delivered as provided below shall be in an amount equal to the amount of the Letter of Credit currently in effect (to expire on September 1 of the current year) multiplied by the CPI Fraction, as such CPI Fraction is set forth in the notice delivered by Lessor to Lessee pursuant to Paragraph 3.4(c) of the First Amendment. Provided, however, notwithstanding the foregoing the increase in the amount of any replacement Letter of Credit shall not be less than three percent (3%) of the Letter of Credit which it replaces nor more than five percent (5%) of the amount of the Letter of Credit which it replaces; . In the event of a material default under Section 13.1(b) by reason of Lessee's failure to pay rent or other charges due hereunder, Lessor may draw upon the currently issued Letter of Credit for the payment of such rent or any other charges which are payable under the terms of this Lease. If Lessor so uses and draws upon such Letter of Credit, Lessor shall give written notice to Lessee of such draw and, Lessee shall have ten (b10) is business days after receipt of such notice to deliver and deposit with Lessor a replacement or amended Letter of Credit (in the required amount; (c) is on substantially the same terms form and conditions substance as the Letter of Credit it replaces; (d) is issued by a bank having drawn upon), restoring the same or better credit rating as the bank that issued amount of the Letter of Credit it replaces to the full original amount of such Letter of Credit upon which Lessor shall be entitled to continue to draw as set forth above and that is otherwise reasonably acceptable as further set forth herein. On or before the later of ten (10) business days after delivery of the notice pursuant to Sublessor); Paragraph 3.4(c) of the First Amendment or forty-five (e45) otherwise complies with days before the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretion.expiration

Letter of Credit. Within ten (10i) On the Closing Date the Lessee shall ---------------- provide to Owner Trustee, and at all times on and after the Closing Date to and including the date which is 30 days after the Basic Lease Term Termination Date or earlier termination of the date hereofLease, Sublessee the Lessee shall continue to provide Sublessor with to the Owner Trustee, an irrevocable standby irrevocable, unconditional letter of credit satisfying the requirements set forth in the amount clause (ii) of $102,191.25 this Section (the "Letter of Credit"). ---------------- (ii) The Letter of Credit (A) shall be in favor of the Owner Trustee, (B) shall be issued by a banking institution domiciled in the United States or a U.S. branch or agency (which agency shall be acceptable to the Owner Participant) of a foreign banking institution, in each case whose long-term senior unsecured debt obligations are rated "A" or better by Standard & Poor's at the time the Letter of Credit is issued (the Person issuing the Letter of Credit being herein referred to as the "Issuing ------- Bank"), (C) shall ---- 25 be in a stated amount of $10,000,000 (or such higher stated amount as may be required pursuant to clause (iii) of this Section 6.01(h)), (D) shall be payable at an office of the Issuing Bank in New York, New York, (E) shall have a stated expiration date of not earlier than 360 days after the date of original issuance or any extension or renewal thereof, (F) shall permit the beneficiary thereof to transfer its interest therein without the consent of the Issuing Bank or the Lessee, and (G) shall be substantially in the form of Exhibit A hereto or otherwise in form and substance reasonably acceptable satisfactory to Sublessorthe Owner Trustee. (iii) If at any time the long-term senior unsecured debt obligations of the Issuing Bank shall cease to have an "A-" or better rating by Standard & Poor's, the Lessee shall, promptly (and which shall not expire until or shall be renewed beyond in any event within 10 days) after the later to occur earlier of (iA) sixty the giving of notice by the Owner Trustee or the Owner Participant to the Lessee of such cessation and (60B) days after a Responsible Officer of the expiration or sooner termination Lessee obtaining actual knowledge of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premisessuch cessation, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply replace the Letter of Credit against any Rents or other charges with a replacement Letter of Credit satisfying the requirements set forth in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account clause (ii) of any other damages suffered by Sublessor as a result this Section. Upon its receipt of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such replacement Letter of Credit. If Sublessee , the Owner Trustee shall fail surrender the original Letter of Credit being replaced to deliver the issuer of the Letter of Credit as aforesaidbeing replaced. In addition, Sublessor the Lessee shall, at least 10 Business Days prior to the stated expiration date of any Letter of Credit, deliver to the Owner Trustee a replacement Letter of Credit, or a renewal or extension of such expiring Letter of Credit, in either case satisfying the requirements set forth in clause (ii) of this Section 6.01(h). If at any time Lessee's senior secured debt shall cease to have both a "BB" or better rating by Standard & Poor's and a "Ba2" or better rating by Xxxxx'x, the right Letter of Credit shall be required to terminate this Sublease immediately. Sublessee maybe in a stated amount of $15,000,000, from time to timeand the Lessee shall, promptly (and in any event within 10 Business Days) after the earlier of (A) the giving of notice by the Owner Trustee or the Owner Participant of such cessation and (B) a responsible Officer of the Lessee obtaining actual knowledge of such cessation, replace the Letter of Credit with an amended Letter of Credit or a replacement Letter of Credit satisfying the requirements set forth in clause (ii) of this Section 6.01(h). (iv) At the time of issuance of any Letter of Credit, such Letter of Credit shall be accompanied by an opinion of counsel to the Issuing Bank as to due authorization, execution and delivery by and enforceability against such Issuing Bank; provided, however, that such opinion of counsel -------- ------- shall not be required in case of renewal or extension of an existing Letter of Credit with a new the issuer of such existing Letter of Credit. (v) The Lessee shall give the Owner Trustee and the Owner Participant notice of the scheduled expiration of each Letter of Credit if not less than 45 days before its scheduled expiration date. (vi) The Owner Trustee may make partial or full drawings under the new Letter of Credit (aA) becomes effective at least thirty any time an Event of Default has occurred and is continuing, or (30B) days before the termination or expiration of if the Letter of Credit that it replaces; is not extended or renewed, or replaced by another Letter of Credit satisfying the requirements set forth in clause (bii) is of this Section 6.01(h), in each case in accordance with clause (iii) of this Section 6.01(h) (each of the required amount; events or circumstances referred to in clause (cA) is on or (B) of this sentence being referred to as a "Drawing Event"). If the same terms and conditions as proceeds of any drawing by the -------------- Owner Trustee under the Letter of Credit it replaces; exceed the amounts due and owing by the Lessee under the Basic Agreements, such excess (dtogether with any interest or gain thereon) is issued shall be held by the Owner Trustee as collateral security for the Lessee's obligations under the Basic Agreements and may be applied by the Owner Trustee to satisfy the obligations of the Lessee under the Basic Agreements. If the amount of such proceeds held by the Owner Trustee exceeds $100,000, such proceeds shall be invested from time to time in Permitted Investments as directed in writing by Lessee (or, in the absence of a bank having timely direction, in Permitted Investments specified in clause (i), (ii) or (viii) of the same definition of the term "Permitted Investments"), and at the expense and risk of the Lessee. Any income or better credit rating gain realized as a result of any such investment shall be applied to make up any losses resulting from any such investment to the bank that issued extent such losses shall not have been recovered from Lessee, as provided below in this clause (vi), and any balance shall be held and applied as above provided. Upon incurring any losses from any such investment, which losses are not made up from income or gain as aforesaid, the Owner Trustee shall promptly notify the Lessee thereof and, upon receipt of such notice, the Lessee shall promptly pay to the Owner Trustee the amount of such loss. Neither the Owner Trustee nor the Owner Participant shall have any liability for any loss resulting from any such investment. Any such investment may be sold (without regard to maturity date) by the Owner Trustee whenever necessary to make any payment of Rent required by any Basic Agreement. (vii) Notwithstanding the foregoing, the Lessee shall not be required to provide the Letter of Credit it replaces hereunder if and that is otherwise reasonably acceptable to Sublessor); so long as all of the following are satisfied: (eA) otherwise complies with the requirements no Default or Event of this Section 19Default shall have occurred and be continuing; and (fB) provided Lessee's senior secured debt shall be rated both "BBB" or better by Standard & Poor's and "Baa2" or better by Xxxxx'x. It is understood and agreed that Sublessee first obtains if the prior written consent Lessee does not have a rated senior secured debt for the purposes of Sublessorthis provision, which consent a private rating may be withheld obtained from Standard and Poor's and Xxxxx'x, and if and so long as such private ratings shall be at least the equivalent of the ratings set forth in Sublessor's sole discretionclause (B) of the preceding sentence, then clause (B) of the preceding sentence shall be deemed to be satisfied.

Letter of Credit. Within ten (10) days As additional security for the performance of the date hereofevery provision of this Sublease to be performed by Sublessee, Sublessee shall provide deposit with Sublessor with on or before the Commencement Date, an unconditional, irrevocable standby sight draft letter of credit in the principal amount of Two Hundred Fifty Thousand Dollars ($102,191.25 250,000.00) (the as may be amended, extended or replaced, "Letter of Credit"), in form and substance content reasonably acceptable to Sublessor (including, but not limited to, a provision that any termination or cancellation thereof not be effective until at least ten (10) days after delivery of written notice to Sublessor of such termination or cancellation) and drawn on a commercial lender reasonably acceptable to Sublessor, having a term equal to, or being automatically renewable to, January 14, 2003, subject to the second paragraph of this section. Upon any default beyond applicable notice and which shall not expire until or shall be renewed beyond cure periods ("Event of Default") pursuant to the later to occur terms of (i) sixty (60) days after the expiration or sooner termination this Sublease, without waiver of any rights that Sublessor may have under this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents at law or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor equity as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession an Event of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaidDefault, Sublessor shall have the right to terminate 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 Sublease immediatelysection with respect to application of the Security Deposit. Sublessee may, from time to time, replace If all or any existing portion of the Letter of Credit with a new 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 new failure at any time by Sublessee to keep the Letter of Credit (a) becomes effective at least 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 termination or 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 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 such Security Deposit, subject to and in accordance with the 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 Letter of Credit that it replaces; (b) is which Sublessor has drawn upon, any such refund being conditioned upon Sublessee simultaneously delivering to Sublessor a new replacement Letter of Credit in the required amount; (c) is on amount then required, and otherwise meeting the same terms and conditions as 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 Letter of Credit it replaces; within ten (d10) is issued days of the draw of such funds by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionSublessee shall have waived its right to obtain a refund of such funds.

Letter of Credit. Within The Letter-of-Credit referred to in the paragraph above, shall be issued by an Issuer acceptable to Lessor and on terms and conditions acceptable to Lessor, including, but not limited to, the following: 59.3.1 The Letter-of-Credit shall be guaranteed irrevocable; 59.3.2 The terms, conditions and Instructions of the Letter-of-Credit shall be reviewed in advance of Lease execution and approved by Lessor and shall not be subsequently changed except by written agreement executed by both Lessee and Lessor; 59.3.3 In the event that Issuer of the Letter-of-Credit issues the Letter-of-Credit on a yearly term basis, Lessee guarantees to maintain the Letter-of-Credit continuously effective, with the same terms and conditions, throughout the term of this Lease, including any extensions or option periods. 59.3.4 In addition Lessee shall maintain the effectiveness of the Letter-of-Credit for a period not to exceed forty-five (45) days after the later of (i) expiration of this Lease; (ii) earlier termination of this Lease; or (iii) the complete vacation of the Premises by Lessee ("45-Day Period") so that Lessor, during the 45-Day Period, may confirm that all of Lessee's obligations under this Lease have been fulfilled. In order to permit Lessor a reasonable period of time within which to obtain such confirmation, Lessee hereby waives the thirty (30)-day notice from Lessor otherwise required by Paragraph 13.1(c) of this Lease. If Lessor reasonably determines that Lessee has not fulfilled all of its obligations under this Lease, Lessor shall promptly notify Lessee in writing of the basis for its determination, and Lessee promptly shall remedy the stated problem. Lessor shall use the 45-Day Period to obtain such information, including bids and estimates, as Lessor will need to document a draw-down against the Letter-of-Credit if Lessee does not remedy the items described in Lessor's written notice. If Lessor confirms to its reasonable satisfaction that Lessee has complied with all of its obligations under this Lease prior to the end of the forty-five (45) day period, Lessor immediately shall so notify Lessee, and Lessor and Lessee promptly shall instruct the issuer in writing to terminate the Letter-of-Credit; in any event, Lessor and Lessee shall so notify the issuer not later than the last day of the 45-Day Period. Lessor and Lessee acknowledge and agree that Lessee has waived its right to any notice that would be required during the 45-Day Period pursuant to Paragraph 13.1(c) of this Lease, and Lessee does not waive any other notice to which it is entitled under this Lease at any other time during the term hereof, as the term may be extended; under the Lease and were entitled to a thirty (day) notice to Cure, and Lessee does not waive any other notice to which it is entitled under this Lease at any other time during the term, as the term may be extended; 59.3.5 If, for any reason, the Letter-of-Credit will not be renewed by the Issuer, then at least thirty (30) days prior to the expiration date, the Issuer shall notify Lessor in writing that the Letter-of-Credit shall not be renewed and on the expiration date the entire proceeds of the Letter-of-Credit shall be delivered to the Lessor by the Issuer to be held as additional Security Deposit, without necessity of a demand; 59.3.6 If Lessee fails to meet any of the obligations under this Lease, subject to all applicable notice and cure periods, Lessor shall, upon demand to the Issuer of the Letter-of-Credit in writing by a partner or authorized agent of Lessor, have the right to receive payment, to be drawn down against the Letter-of-Credit, sufficient to cover the amount in default including all costs incurred by Lessor as a result of such default or failure to meet Lessee's obligations, within ten (10) days of the date hereofof the demand; 59.3.7 Lessee agrees and acknowledges that said Letter-of-Credit will not relieve Lessee of any of its obligations under the Terms of the Lease not satisfied by the draw-down against the Letter-of-Credit; and 59.3.8 If Lessor rightfully draws down against the Letter-of-Credit pursuant to the instructions therefor and this paragraph, Sublessee shall Lessee shall, for Lessor's benefit, increase the Letter-of-Credit to the full amount required during the period in question as set forth in paragraph 63.3.9 or provide Sublessor with an irrevocable standby letter of credit a replacement Letter-of-Credit in the same amount of $102,191.25 (the "Letter of Credit"), in form and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration of the Letter of Credit that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter original Letter-of-Credit. 59.3.9 Such replenishment or replacement of the Letter-of-Credit it replaces; (d) shall be accomplished by Lessee within 10 days of Lessor's transmittal of demand for a draw-down against the Letter-of- Credit to the Bank. Lessor shall deliver a copy of the demand for draw-down to Lessee at the time such is issued by a bank having the same or better credit rating as transmitted to the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable Letter-of-Credit. 59.3.10 Subject to Sublessor); (e) otherwise complies with there being no default under the requirements terms of this Section 19; and (f) provided that Sublessee first obtains Lease pending, the prior written consent of Sublessor, which consent Letter-of-Credit amount may be withheld reduced to the amounts set forth in Sublessor's sole discretionthe following schedule: Month 13 of Lease $300,000.00 Month 25 of Lease $225,000.00 Month 37 of Lease $150,000.00 Month 49 of Lease $ 75,000.00 59.3.11 The Letter-of-Credit shall be maintained during any option period in the amount of Seventy-Five Thousand Dollars ($75,000.

Letter of Credit. Within ten (10) days As security for the performance by Sublessee of its obligations under the Sublease, Sublessee, at its sole expense, shall upon execution of this Sublease deliver to Sublessor, and maintain in effect at all times during the term of the date hereofSublease, Sublessee shall provide Sublessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "Letter of Credit")) in the amount of One Hundred Thousand Dollars ($100,000.00) issued by a reputable banking institution ("Issuer") satisfactory to Sublessor in favor of Sublessor, in form as beneficiary. The Letter of Credit shall contain terms and substance reasonably acceptable conditions satisfactory to Sublessor, and which shall not expire until or shall be renewed beyond and, without limiting the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession generality of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason foregoing, shall not be affected by the fact provide that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing draw on the Letter of Credit with a new Letter any number of Credit if times and in any amounts (but the new total of the amounts so drawn shall not be more than One Hundred Thousand Dollars ($100,000.00) in the aggregate). Any and all such drawings may be made after the date of execution of this Sublease and prior to the expiration date of the Letter of Credit (a) becomes effective at least any time within thirty (30) days before prior to the termination or expiration date of the Letter of Credit that it replaces; if Sublessor has not prior to the thirtieth (b30th) is in day before the required amount; (c) is on the same terms and conditions as expiration date of the Letter of Credit it replaces; (d) is issued by a bank having received notice in writing from the same or better credit rating as Issuer of the bank that issued Issuer's renewal of the Letter of Credit it replaces for a period of at least one year or (b) at any time if: (i) Sublessee has at any time failed to perform any of its obligations undar the Sublease; and (ii) Sublessor has given Sublessee notice of Sublessee's such failure to perform specifying the nature of such default and that is Sublessee has failed to remedy such default within twenty (20) days after such notice by Sublessor to Sublessee. Nothing contained in this Paragraph 3 shall limit or restrict Sublessor's rights to recover additional damages from Sublessee in excess of the amount of the Letter of Credit or shall limit or restrict Sublessor's rights or remedies otherwise reasonably acceptable to Sublessor); (e) otherwise complies with available under this Sublease or under applicable law in the requirements event of Sublessee's default. The provisions of this Section 19; Paragraph 3 are cumulative and (f) provided that Sublessee first obtains the prior written consent of Sublessor, additional to any other rights or remedies which consent Sublessor may be withheld in Sublessor's sole discretionhave under this Sublease or by law for damages or otherwise.

Letter of Credit. Within ten (10) days Pursuant to the terms of Section 4 of the date hereofThird Amendment, Sublessee following the reduction of the L-C due to the termination of the Lease with respect to the 900 Premises, the L-C to be held by Landlord shall provide Sublessor with an irrevocable standby letter of credit be in the amount of $102,191.25 1,881,586.10 (the "Letter “Current L-C Amount”). In the event Tenant exercises its right to use all or any portion of Credit"the Second Additional TI Allowance, then notwithstanding anything in the Lease to the contrary, Tenant shall be required to increase such Current L-C Amount by an amount equal to ten percent (10%) of the Utilized Amount (the “L-C Increase Amount”). Accordingly, within ten (10) business days of Tenant’s election to utilize all or any portion of the Second Additional TI Allowance, Tenant shall provide an L-C (via delivery of a new L-C in an amount equal to the sum of the Current L-C Amount and the L-C Increase Amount or an amendment to the existing L-C increasing the L-C by the L-C Increase Amount) which shall in either event be in a form and substance reasonably acceptable to SublessorLandlord and in conformance with the terms of the Lease. To the extent that Tenant delivers a new, and which replacement L-C (rather than an amendment to the existing L-C), Landlord shall not expire until or shall be renewed beyond return the later to occur existing L-C within ten (10) business days following receipt of (i) sixty (60) days after such new, replacement L-C. To the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated extent that the Sublet Premises, which Sublessor will hold total amount held by Landlord at any time as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor Lease, as hereby amended, is less than the amount required, Tenant shall have provide the right, but not the obligation, difference to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage Landlord pursuant to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession terms of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by Lease. Landlord and Tenant will enter into a lease amendment to confirm the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration of the Letter of Credit that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains 3 in the prior written consent event Tenant elects to utilize all or any portion of Sublessor, which consent may be withheld in Sublessor's sole discretionthe Second Additional TI Allowance.

Letter of Credit. Within ten (10a) days Subject to all the terms and conditions hereof and satisfaction of all conditions precedent to borrowing under this Agreement and so long as no Potential Default or Event of Default is in existence, at the Borrower's request Harris shall issue letters of credit (individually, an "L/C" anx xxxxectively the "L/Cs") for the account of the date Borrower in an aggregate amount not to exceed $5,000,000, subject to availability under the Revolving Credit, and the Banks hereby agree to participate therein as more fully described in Section 1.7 hereof, Sublessee . Each L/C shall provide Sublessor with be issued pursuant to an irrevocable standby application and agreement for letter of credit (individually, an "L/C Agreement" and collectively the "L/C Agreements") in the amount form of $102,191.25 (the "Letter Exhibit C hereto, shall consist of Credit")a standby or trade letter of credit, shall be in form and substance reasonably acceptable to SublessorHarris and the Banks, and which shall have an expiry date not expire until or more xxxx one year from the date of issuance thereof, subject to annual renewals (but in no event later than the Termination Date). The aggregate amount available to be drawn under all L/Cs issued pursuant hereto shall be renewed beyond deducted from the later credit otherwise available under the Revolving Credit. In consideration of the issuance of L/Cs the Borrower agrees to occur pay Harris for the benefit of the Banks a fee (the "L/C Participatixx Xxx") in the amount per annum equal to the Applicable Margin for Eurodollar Loans (computed on the basis of a 360-day year and actual days elapsed) of the face amount for each L/C issued for the account of the Borrower hereunder. In addition, the Borrower shall pay Harris (x) a fee (the "L/C Issuance Fee") in the amount per annum xxxal to (i) sixty for standby L/Cs, one-eighth of one percent (600.125%) days after of the expiration or sooner termination stated amount of this Sublease or each standby L/C issued hereunder and (ii) sixty (60) days after Sublessee shall have fully vacated for commercial L/Cs, the Sublet Premises, which Sublessor will hold customary issuance fee for commercial L/Cs as security for the faithful performance may be established by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, Harris from time to time, replace any existing Letter and (y) such drawing, negotiation, amendxxxx and other administrative fees in connection with each L/C as may be established by Harris from time to time (the "L/C Administrative Fee"). All L/X Xxxxance Fees and L/C Participation Fees shall be payable quarterly in arrears on the last day of Credit with a new Letter each December, March, June and September commencing December 31, 2000 and on the Termination Date, and all L/C Administrative Fees shall be payable on the date of Credit if issuance of each L/C hereunder and on the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration of the Letter of Credit that it replaces; date required by Harris. (b) is The Agent shall give prompt telephone, telex, ox xxxxcopy notice to each Bank of each issuance of, or amendment to, an L/C specifying the effective date of the L/C or amendment, the amount, the beneficiary, and the expiration date of the L/C, in each case as established originally or through the required amount; relevant amendment, as applicable, the account party or parties for the L/C, each Bank's pro rata participation in such L/C and whether the Agent has classified the L/C as a commercial, performance, or financial letter of credit for regulatory reporting purposes. (c) Notwithstanding anything contained in any L/C Agreement to the contrary: (i) the Borrower shall pay fees in connection with each L/C as set forth in Section 1.4(a) hereof, (ii) before the occurrence of an Event of Default, Harris will not call for the funding by the Borrower of any xxxxxx under an L/C issued for the Borrower's account, or for any other form of collateral security for the Borrower's obligations in connection with such L/C, before being presented with a drawing thereunder, and (iii) if Harris is not timely reimbursed for the amount of any drawing xxxer an L/C on the same terms date such drawing is paid, the Borrower's obligation to reimburse Harris for the amount of such drawing shall bear interest as xxxxified in Section 1.5 hereof. If Harris issues any L/C with an expiration date that is autxxxxxxally extended unless Harris gives notice that the expiration date will not so extxxx xeyond its then scheduled expiration date, Harris will give such notice of non-renewal before the time nxxxxxxry to prevent such automatic extension if before such required notice date (i) the expiration date of such L/C if so extended would be after the Termination Date, (ii) the Revolving Credit Commitments have been terminated, or (iii) an Event of Default exists and conditions as the Letter Required Banks have given Harris instructions not to so permit the extension of Credit it replaces; the expiratiox date of such L/C. (d) is issued The Banks shall, ratably in accordance with their respective Commitment Percentages, indemnify Harris (to the extent not reimbursed by a bank having the same Borrower) agxxxxx any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or better credit rating liability (except such as result from Harris's gross negligence or willful misconduct) that Harris xxx xxxfer or incur in connection with any L/C. The xxxxxxtions of the bank that issued the Letter of Credit it replaces Banks under this Section 1.4(d) and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements all other parts of this Section 19; 1.4 shall survive termination of this Agreement and (f) provided that Sublessee first obtains the prior written consent of Sublessorall L/C Agreements, which consent may be withheld and all drafts or other documents presented in Sublessor's sole discretionconnection with drawings thereunder.

Letter of Credit. Within ten (10) days of the date Concurrently with its execution hereof, Sublessee shall provide Sublessor with an irrevocable standby letter and as a condition to the effectiveness of credit in the amount of $102,191.25 (the "Letter of Credit")this Sublease, in form and substance reasonably acceptable to Sublessorlieu of a cash security deposit, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security collateral for the full and faithful performance by Sublessee of all of its covenants obligations under the Sublease and agreements to compensate Sublessor for all losses and damages Sublessor may suffer as a result of any default by Sublessee under this Sublease, Sublessee shall post an irrevocable and unconditional negotiable standby Letter of Credit in the face amount of $231,404.82 (the “Letter of Credit”), which shall be subject to and in accordance with the terms of the Rider 1 attached hereto. Sublessor shall have the rightmay apply all or any part of such Letter of Credit to cure all or any part of any default by Sublessee, but not the obligationand Sublessee agrees, upon demand, to apply promptly replace such Letter of Credit with a substitute Letter of Credit in the full amount stated above. Sublessor’s application of all or any part of the Letter of Credit against shall not constitute a waiver of any Rents right or other charges remedy hereunder or otherwise available at law or in arrears, or to repair damage equity. Notwithstanding anything in this Article 13 to the Sublet Premises caused by contrary, so long as (i) Sublessee or is not in default hereunder, and (ii) there has been no material adverse change in Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor ’s financial condition from the condition existing as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by date hereof (collectively, the fact that Sublessor holds such Letter of Credit. If “Reduction Conditions”), Sublessee shall fail be entitled to deliver a reduction of the Letter of Credit as aforesaidset forth hereunder. Subject to satisfaction of the Reduction Conditions, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with shall be reduced by (i) $38,567.47 on the first (1st) day of the thirteenth (13th) month of the Sublease Term and (ii) $38,567.47 on the first (1st) day of the twenty-fifth (25th) month of the Sublease Term. Each actual accrued credit amount shall be applied to Base Rent next coming due under this Sublease, following a new draw against the Letter of Credit if in such amount. Any and all increments of credit hereunder, which shall in no event exceed the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration total amount of the Letter of Credit that it replaces; (b) required and unapplied by Sublessor, may be referred to hereunder as a “Reduction Amount”. It is in understood and agreed that, if all of the required amount; (c) is on the same terms and conditions above referenced Reduction Amounts are applied as set forth above, the Letter of Credit it replaces; (d) is issued by a bank having shall total $154,269.88, and there shall be no further reduction in the same or better credit rating as the bank that issued amount of the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with for the requirements remainder of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionSublease Term.

Letter of Credit. Within ten (10) days of the date hereof, Sublessee shall provide Sublessor Ryan's obligations with an irrevocable standby respect to amounts that may be paid to Tenant pursuant to this Agreement is secured by a $7,000,000 letter of credit in the amount of $102,191.25 issued by U.S. Bank National Association (the "Letter of CreditLender"), in form and substance reasonably acceptable a copy of which is attached hereto as EXHIBIT B. Tenant may (a) draw upon such letter of credit from time to Sublessor, and time to pay any amounts payable by Xxxx under Agreement which shall are not expire until or shall be renewed beyond the later to occur of paid by Xxxx within twenty (i) sixty (6020) days after demand therefor, and/or (b) draw the expiration or sooner termination entire amount of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee such letter of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before prior to the termination or expiration date of the Letter then current letter of Credit that it replaces; credit either (i) Lender has not extended the current letter of credit for a period of at least one (1) year from the then current expiration date, or (ii) Lender or another issuer acceptable to Tenant in its sole discretion has not issued to Tenant a replacement letter of credit with an expiration date at least one (1) year from the expiration date of the then current letter of credit and otherwise acceptable to Tenant. In the event Tenant draws upon such letter of credit pursuant to clause (b) is in above, Tenant shall reimburse to Xxxx any amounts not applied by Tenant to any payments due under this Agreement, such reimbursement to be made within ninety (90) days after the required amount; earlier to occur of (cy) is on the same terms and conditions such date as the Letter Xxxx shall furnish to Tenant a substitute letter of Credit it replaces; (d) is issued by a bank having the same credit from Lender or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably another issuer acceptable to Sublessor); Tenant in its sole discretion with an expiration date at least one (e1) year from the date of issuance thereof and otherwise complies with acceptable to Tenant, or (z) the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionFinal Notice Date.

Letter of Credit. Within ten (10) days Concurrently with the execution of the date hereofSublease, Sublessor shall deliver to Sublessee shall provide Sublessor with an irrevocable irrevocable, unconditional, standby letter Letter of credit Credit (“LOC”) in the amount of $102,191.25 6,200,000.00 from a financial institution reasonably approved by Sublessee (“Issuer”) to secure Sublessor’s obligation to Sublessee that it will perform all of its obligations under the "Letter Master Lease for the initial term of Credit")the Sublease and for any extended period of attornment required by Master Lessor in its Consent to this Sublease. The LOC shall provide that draws, including partial draws, at Sublessee’s election will be honored upon the delivery to Issuer a certificate signed by Sublessee, or its authorized agent, that Sublessee is entitled to make the requested draw pursuant to the terms of the Sublease. If Sublessor fails to pay rent or any other sums as and when due under the Master Lease, or otherwise defaults under the Master Lease, Sublessee may, to the extent called upon by the Master Lessor to pay amounts in form and substance reasonably acceptable excess of those to Sublessorbe paid under this Sublease, and use, apply or retain all or any portion of the LOC for payment of any sum for which Sublessor is obligated under the Master Lease. Any draw or partial draw of the LOC shall not expire until constitute a waiver by Sublessee of its right to enforce its other remedies hereunder, at law or in equity. The LOC shall be renewed beyond in effect for the later to occur of (i) sixty (60) days after the expiration or sooner termination entire initial term of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security and for the faithful performance any extended period of attornment required by Sublessee of all Master Lessor in its covenants and agreements under Consent to this Sublease. Sublessor shall have The LOC will automatically renew each year during the right, but not Sublease term unless the obligation, to apply beneficiary under the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective LOC is given at least thirty (30) days before prior notice of a non-renewal by the termination issuing bank and Sublessee shall be able to draw on the LOC in the event of such notice. The LOC shall be adjusted up or expiration down on each anniversary of the Letter Commencement Date of Credit that it replaces; the Sublease to reflect the total difference (bundiscounted) between the Fair Market Value and the remaining rent due under the Sublease, except there shall be no downward adjustment if Sublessor is in default under the required amount; terms of the Master Lease. Example: Assume there are five (c5) is on years remaining in the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces term and that the average remaining rental rate is otherwise reasonably acceptable $3.09 per square foot per month. If the Sublessor and Sublessee agree that the then Fair Market Value is $4.00 per square foot per month with four percent (4%) annual increases, the average Fair Market Value is $4.33 per square foot per month. Given these numbers, the LOC would be adjusted to Sublessor$5,580,000.00 [($4.33 - $3.09) x 75,000 SF x 60 months = $5,580,000); (e) otherwise complies ]. Sublessee shall pay all reasonable fees associated with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionsaid LOC.

Letter of Credit. Within ten (10) days of the date hereof, Sublessee shall provide Sublessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "Letter of Credit"), in form and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty Upon the terms and subject to the conditions hereof and of Applicable Law, the Lender agrees, upon the request of the Borrower, to issue Letters of Credit (60and to extend Letters of Credit previously issued hereunder) days payable in Dollars from time to time after the Effective Date and prior to the Commitment Termination Date, provided, however, that (A) the Borrower shall not request, and the Lender shall not issue, any Letter of Credit if, after giving effect thereto, the sum of the then current L/C Exposure, plus the aggregate principal amount of all Loans then outstanding would exceed the Commitment then in effect and (B) the Borrower shall not request, and the Lender shall not issue (or extend), any Letter of Credit having an expiration date (x) later than the tenth day prior to the Commitment Termination Date or sooner termination (y) more than one year after its date of this Sublease or issuance. (ii) sixty Each Letter of Credit may, at the option of the Lender, provide that the Lender may (60but shall not be required to) days after Sublessee pay all or any part of the maximum amount which may at any time be available for drawing thereunder to the beneficiary thereof upon the occurrence or continuation of an Event of Default and the acceleration of the maturity of the Loans, provided that, if payment is not then due to the beneficiary, the Lender shall have fully vacated deposit the Sublet Premises, which Sublessor will hold as security for funds in question in a segregated account with the faithful performance by Sublessee Lender to secure payment to the beneficiary and any funds so deposited shall be paid to the beneficiary of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against if conditions to such payment are satisfied or returned to the Lender (or, if all Obligations shall have been paid in full in cash, to the Borrower) if no payment to the beneficiary has been made and the final date available for drawings under the Letter of Credit has passed. Each payment or deposit of funds by the Lender as provided in this paragraph shall be treated for all purposes of this Loan Agreement as a drawing duly honored by the Lender under the related Letter of Credit. (b) Whenever the Borrower desires the issuance of a Letter of Credit, it shall deliver to the Lender a written notice no later than 2:00 p.m. (New York City time) at least three (3) Business Days prior to the proposed date of issuance. That notice shall specify (i) the proposed date of issuance (which shall be a Business Day), (ii) the face amount of the Letter of Credit, (iii) the expiration date of the Letter of Credit and (iv) the name and address of the beneficiary. Such notice shall be accompanied by a brief description of the underlying transaction and upon request of the Lender, the Borrower shall provide additional details regarding the underlying transaction. Concurrently with the giving of written notice of a request for the issuance of a Letter of Credit, the Borrower shall provide a precise description of the documents and the verbatim text of any Rents certificate to be presented by the beneficiary of such Letter of Credit which, if presented by such beneficiary prior to the expiration date of the Letter of Credit, would require the Lender to make payment under the Letter of Credit; provided, however, that the Lender, in its reasonable discretion, may require customary changes in any such documents and certificates to be presented by the beneficiary. (c) The acceptance and payment of drafts under any Letter of Credit shall be made in accordance with the terms of such Letter of Credit and the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 500, as adopted or amended from time to time. The Lender shall be entitled to honor any drafts and accept any documents presented to it by the beneficiary of such Letter of Credit in accordance with the terms of such Letter of Credit and believed by the Lender in good faith to be genuine. The Lender shall not have any duty to inquire as to the accuracy or authenticity of any draft or other charges drawing documents which may be presented to it, but shall be responsible only to determine in arrearsaccordance with customary commercial practices that the documents which are required to be presented before payment or acceptance of a draft under any Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit. (d) The Borrower is absolutely, unconditionally and irrevocably obligated to reimburse all amounts drawn under each Letter of Credit. If any draft is presented under a Letter of Credit, the payment of which is required to be made at any time on or to repair damage to before the Sublet Premises caused by Sublessee or Sublessee's employeesCommitment Termination Date, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected then payment by the fact that Sublessor holds Lender of such draft shall constitute a Loan hereunder with an intitial Interest Period of one month and interest shall accrue from the date the Lender makes payment on such draft under such Letter of Credit. If Sublessee any draft is presented under a Letter of Credit, the payment of which is required to be made after the Commitment Termination Date or at a time when an Event of Default or Default shall fail have occurred and then be continuing, then the Borrower shall immediately pay to deliver the Lender, in immediately available funds, the full amount of such draft together with interest thereon at a rate per annum of 2% in excess of the Base Rate from the date on which the Lender makes such payment of such draft until the date it receives full reimbursement for such payment from the Borrower. The Borrower further agrees that the Lender may reimburse itself for such drawing from the balance in any other account of the Borrowers maintained with the Lender or any of its Affiliates. (e) The Borrower agrees to pay the following amounts to the Lender with respect to Letters of Credit issued by it hereunder: (i) with respect to the issuance, confirmation, amendment or transfer of each Letter of Credit and each drawing made thereunder, documentary and processing charges in accordance with the Lender's standard schedule for such charges in effect at the time of such issuance, confirmation, amendment, transfer or drawing, as aforesaidthe case may be, Sublessor shall have together with any additional chargers imposed any confirming or advising bank; and (ii) a commission payable quarterly in advance (commencing on the right to terminate this Sublease immediately. Sublessee may, from time to time, replace date of issuance of any existing Letter of Credit with a new and continuing so long as such Letter of Credit if or any draft drawn thereunder remains outstanding) computed at a rate per annum of 0.45% of the new face amount of such Letter of Credit; and (f) If by reason of (i) any change in applicable law after the Effective Date, or in the interpretation or administration thereof (including, without limitation, any request, guideline or policy not having the force of law) by any Governmental Authority charged with the administration or interpretation thereof, or (ii) compliance by the Lender with any direction, request or requirement (whether or not having the force of law) issued after the Effective Date by any Governmental Authority or monetary authority, including, without limitation, any change whether or not proposed or published prior to the Effective Date and any modifications to Regulation D occurring after the Effective Date: (A) the Lender shall be subject to any tax, levy, impost, duty, fee, charge, deduction or withholding of any nature with respect to any Letter of Credit (aother than withholding tax imposed by the United States of America or any other tax, levy, impost, duty, fee, charge, deduction or withholding (1) becomes effective that is measured with respect to the overall net income of the Lender , and that is imposed by the United States of America, or by the jurisdiction in which the Lender is incorporated, or the Lender has its principal office or a presence which is not otherwise connected with, or required by, this transaction (or any political subdivision or taxing authority thereof or therein) or (2) that is imposed solely by reason of the Lender failing to make a declaration of, or otherwise to establish, non-residence or to make any other claim for exemption, or otherwise to comply with any certification, identification, information, documentation or reporting requirements prescribed under the laws of the relevant jurisdiction, in those cases where the Lender may properly make the declaration or claim or so establish non-residence or otherwise comply), or to any variation thereof or to any penalty with respect to the maintenance or fulfillment of its obligations under this Section 2.12, whether directly or by such being imposed on or suffered by the Lender; (B) the basis of taxation of any fee or amount payable hereunder with respect to any Letter of Credit or any participation therein shall be changed; (C) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letter of Credit issued by the Lender; or (D) there shall be imposed on the Lender any other condition regarding this Section 2.12, any Letter of Credit or any participation therein; and the result of the foregoing is to directly or indirectly increase the cost to the Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by the Lender, then and in any such case the Lender may, at least thirty any time, notify the Borrower, and the Borrower shall promptly pay the Lender upon its demand such amounts as the Lender may specify to be necessary to compensate it for such additional cost or reduced receipt. The determination by the Lender of any amount due pursuant to this Section 2.12 as set forth in a certificate setting forth the calculation thereof in reasonable detail shall, in the absence of manifest error, be final, conclusive and binding on all of the parties hereto. (30g) days before If at any time when an Event of Default shall have occurred and be continuing, any Letters of Credit shall remain outstanding, then the Lender may require the Borrower to deliver to it Cash Equivalents in an amount equal to the full amount of the L/C Exposure or to furnish other security acceptable to the Lender. Any amounts so delivered pursuant to the preceding sentence shall be applied to reimburse the Lender for the amount of any drawings honored under Letters of Credit; provided, however, that if prior to the Maturity Date, (i) no Default or Event of Default is then continuing, then the Lender shall return all of such collateral relating to such deposit to the Borrower if requested by it or (ii) Letters of Credit shall expire or be returned by the beneficiary so that the amount of the Cash Equivalents delivered to the Lender hereunder shall exceed the then current L/C Exposure, then such excess shall first be applied to pay any Obligations then due under this Loan Agreement and the remainder shall be returned to the Borrower. (h) Notwithstanding the termination or expiration of the Commitments and the payment of the Loans, the obligations of the Borrower under this Section 2.12 shall remain in full force and effect until the Lender shall have been irrevocably released from its obligations with regard to any and all Letters of Credit." (H) The last sentence in Section 4.1 to the Loan Agreement shall be amended to insert the following after the word "Obligations": "and the L/C Exposure has been reduced to zero," (I) The lead in to Section 7 of the Loan Agreement is hereby amended to insert the following after the words "has terminated": "and the L/C Exposure has been reduced to zero," (J) Section 7.15(a) of the Loan Agreement is hereby amended to insert the following after the words "interest on the Loans" "plus the then current L/C Exposure;" (K) The lead in to Section 8 of the Loan Agreement is hereby amended to insert the following after the words "has terminated": "and the L/C Exposure has been reduced to zero," (L) The lead in to Section 9.2 is hereby amended in its entirety to read as follows: "It shall be a condition precedent to all Loans (including the initial Loan hereunder) and to the issuance of each Letter of Credit that it replaces; on the date of such Loan or issuance of a Letter of Credit the following statements shall be true (band each request for a Loan or issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Loan or such issuance of Letter of Credit that such statements are true)." (M) Section 9.2(a) is hereby amended in its entirety to read as follows: "After giving effect to such Loan and any such L/C Exposure, the required amount; total of all Loans outstanding plus any L/C Exposure will not exceed the Commitment;" (N) Section 9.2(b) and (c) are hereby amended to insert the following after the words "such Loan": "or issuance of such Letter of Credit" (O) The last paragraph in Section 9.2 is hereby amended in its entirety to read as follows: "In addition, it shall be a condition precedent to all Loans (including the initial Loan) and all issuances of Letters of Credit that after giving effect to such Loan or such issuance of a Letter of Credit, the aggregate market value of the Collateral shall be equal to or exceed 250% of the sum of the Required Amount plus the principal amount of the Loans outstanding plus any L/C Exposure together with accrued and unpaid interest thereon plus any other amounts due and owing under this Agreement (in each case, as determined on the same terms and conditions as most recent date for which the Borrower calculates its aggregate Net Asset Value (but in no event earlier than ten (10) Business Days prior to the making of such Loan or issuance of such Letter of Credit it replaces; Credit) and as calculated in accordance with the determination of such Net Asset Value)." (dP) Section 10.1(b) of the Loan Agreement is hereby amended to insert the following after the words "interest thereon": "plus the then current L/C Exposure" (Q) Section 10.2(a) is issued by a bank having hereby amended to insert the same following after the words "Lender may" in the last sentence: "demand Cash Equivalents in an amount equal to the full amount of the L/C Exposure or better credit rating as to furnish other securities therefor acceptable to the bank that issued Lender, and may" (R) Section 11.3(iv) of the Credit Agreement is hereby amended to insert the following after the words "any Loan hereunder": "or the issuance of any Letter of Credit it replaces and that Credit" (S) Section 11.10(a) of the Loan Agreement is otherwise reasonably acceptable hereby amended to Sublessor); insert the following clause at the end of such section: "EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500 AS ADOPTED OR AMENDED FROM TIME TO TIME (eTHE "UNIFORM CUSTOMS") otherwise complies with AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK." (T) Section 11.19 of the requirements of this Section 19; and (f) provided that Sublessee first obtains Loan Agreement is hereby amended to insert the prior written consent of Sublessorfollowing after the words "the commitment terminated" in the second sentence: ", which consent may be withheld in Sublessor's sole discretion.the L/C Exposure has been reduced to zero,"

Letter of Credit. Within ten (10) days 50.1 It is the intention that along with the execution of this Lease by Xxxxxx, the delivery by Lessee to Lessor of the date hereofBase Rent to be paid on execution of the Lease and the Security Deposit to be paid by Lessee to Lessor, Sublessee Lessee shall provide Sublessor with also deliver to Lessor an irrevocable standby letter of credit in the amount of $102,191.25 (the "Letter of Credit")101,040.00 payable to Lessor, in form and substance issued by a bank reasonably acceptable to SublessorLessor, upon terms and which shall not expire until or shall be renewed beyond condition that would allow Lessor to draw upon the later to occur same in the event of (i) sixty (60) days after Xxxxxx's Breach under the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this SubleaseLease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration The form of the Letter of Credit shall be that it replaces; (b) is set forth in Exhibit B attached hereto and shall be automatically renewed annually unless otherwise notified. 50.2 In the event the Lessee shall Breach the Lease in the required amount; (c) is payment or performance of its obligations under this Lease and Lessor shall exercise its rights under said letter of credit then, within 10 days after Lessor shall draw down on the letter of credit, Lessee shall either pay to Lessor an amount equal to that received by Lessor under the letter of credit which payment by Lessee to Lessor shall be held as an additional Security Deposit under Paragraph 5 of the Lease or Lessee will deliver to Lessor a letter of credit in said amount under the same terms and conditions as Paragraph 50.1 hereof. 50.3 Prior to June 30, 2000 Lessee shall provide Lessor with an audited financial statement which accurately reflects Xxxxxx's current shareholders equity. Said financial statement shall be called Xxxxxx's Financial Statement at Commencement. 50.4 At the end of the twenty-fourth (24th) month of the Lease term if a new audited financial statement indicates that Xxxxxx's shareholders equity is equal to or greater than its shareholders equity in the Lessee's Financial Statement at Commencement, the requirement of the Letter of Credit it replaces; (d) is issued will be waived and said letter of credit held by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable Lessor shall be returned to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionLessee.

Letter of Credit. Within ten (10a) days In lieu of the date hereofSecurity Deposit, Sublessee shall provide Sublessee, at Sublessee’s sole cost and expense, may have issued and delivered to Sublessor with upon execution of this Sublease by Sublessee, an irrevocable standby stand-by letter of credit in the amount of Twenty-Eight Thousand Nine Hundred Sixty and 00/100 Dollars ($102,191.25 28,960.00) (the "“Letter of Credit"”), . The Letter of Credit shall be issued by a bank reasonably acceptable to Sublessor and shall otherwise be in such form and substance contain such terms as are reasonably acceptable to Sublessor. Upon and during the existence of a default by Sublessee hereunder, Sublessor may, in addition to all other rights and which shall remedies afforded Sublessor hereunder or by law, cash the Letter of Credit or any portion thereof and use and hold the proceeds of same as a cash security deposit in accordance with Section 4.05(b) below, after applying such sums against Sublessee’s obligations hereunder, without prejudice to any of Sublessor’s other remedies. If Sublessee is not expire until or then in default hereunder, the Letter of Credit shall be renewed beyond the later returned by Sublessor to occur of Sublessee within thirty (i) sixty (6030) days after the expiration or sooner termination of this Sublease or Sublease. (iib) sixty (60) days after Sublessee Any proceeds of the Letter of Credit shall have fully vacated the Sublet Premises, which be held by Sublessor will hold without liability for interest and as security for the faithful performance by Sublessee of all its Sublessee’s covenants and agreements obligations under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason it being expressly understood that such proceeds shall not be affected considered an advance payment of Rent or a measure of Sublessor’s damages in case of the failure by Sublessee in the fact that performance of any of the terms and provisions hereof. Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace without prejudice to any existing Letter other remedy, use such proceeds to the extent necessary to make good any arrearages of Credit with a new Letter Rent or other amounts due hereunder and any other damage, injury, expense or liability caused to Sublessor by such failure in performance by Sublessee. Following any such application of Credit if the new Letter such proceeds, Sublessee shall, within three (3) business days of Credit (a) becomes effective at least thirty (30) days before the termination or expiration Sublessee’s receipt of Sublessor’s demand, cause the Letter of Credit that it replaces; (bto be restored to the original amount described in Section 4.05(a) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionabove.

Letter of Credit. Within ten (10a) days of This Debenture is the date hereof, Sublessee shall provide Sublessor with debenture referred to in an irrevocable standby letter of credit issued by First Union National Bank (the "BANK") in favor of the Holder in an original amount of $102,191.25 [ ](10), a copy of which is annexed hereto as Annex A (the "Letter of CreditLETTER OF CREDIT"), in form . The Company hereby acknowledges that the Holder and substance reasonably acceptable to Sublessor, and which shall not expire until or any subsequent Holder shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage entitled to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration benefits of the Letter of Credit and covenants and agrees that it replaces; (b) is in will not impair the required amount; (c) is on the same terms and conditions as Holder's rights under the Letter of Credit it replaces; and (dexcept to the extent provided in Section 2(b)) is issued by a bank having the same or better credit rating as the bank that issued shall maintain the Letter of Credit in full force and effect. (b) The Holder agrees that the face amount of the Letter of Credit shall be reduced from time to time pursuant to the terms set forth below: (i) subsequent to each Conversion Date, the face amount of the Letter of Credit shall be reduced on the date on which the Holder receives the Underlying Shares it replaces is entitled to receive subsequent to such Conversion Date pursuant to Section 6(e), by an amount equal to the principal amount of Debentures converted on such Conversion Date less any interest payment accreted to principal up to such date; (ii) the face amount of the Letter of Credit shall be reduced by an amount equal to the Holder Prepayment Price or the Company Prepayment Price paid by the Company pursuant to the delivery of a Holder Prepayment Notice or Company Prepayment Notice, as applicable, as set forth in Section 8, upon receipt by the Holder of such payment; and (iii) on the Final Release Date and that is otherwise reasonably acceptable provided that: (A) the Equity Conditions are satisfied on such date with respect to Sublessor); (e) otherwise complies with the requirements Underlying Shares issuable upon conversion in full of this Section 19; the then outstanding principal amount of Debentures and (fB) provided that Sublessee first obtains the prior written consent Underlying Shares issuable upon conversion in full of Sublessor, which consent may be withheld in Sublessor's sole discretion.the then outstanding principal amount of Debentures ----------

Letter of Credit. Within ten (10) days of For as long as any amounts are outstanding under the date hereof, Sublessee shall provide Sublessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "Letter of Credit"), in form and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Closing Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Post-Closing Letter of Credit (collectively, the “ LOCs”), or Escrow Account, as applicable, any and all amounts payable by the Sellers as Indemnifying Parties to a Medtronic Indemnified Party shall be paid in cash first out of the LOCs or the Escrow Account, as applicable, and thereafter by the Sellers in accordance with payment instructions provided by the Buyer. The existence of the LOCs or the Escrow Account, as applicable, shall not be deemed to limit the amount of any allowable Claims by any Medtronic Indemnified Party pursuant to This Agreement for Losses in excess of the outstanding amounts under the LOCs or the Escrow Account, as applicable. The Sellers shall cause the principal amounts under each of the LOCs or the Escrow Account, as applicable, to remain outstanding until the earlier of (a) becomes effective at least thirty (30) days before such time as the termination entire principal amount of such LOC or expiration the Escrow Account, as applicable, has been used to pay the Medtronic Indemnified Parties in accordance with a decision of the Letter of Credit that it replaces; Arbitrator and (b) is the fifth anniversary of the Closing and thereafter the funds in the required amount; (c) is on Escrow Account shall be released to the same terms and conditions Sellers or the LOCs shall be terminated, as the Letter case may be; provided, that if any Claim seeking indemnification has been timely made in accordance with Section 9.4 (Time for Claims) but has not been finally determined by the Arbitrator by the fifth anniversary of Credit it replaces; the Closing, then the Sellers shall cause the principal amounts under each of the LOCs or the Escrow Account, as applicable, to remain outstanding until such final determination of each such Claim in an aggregate principal amount sufficient to satisfy the aggregate amount of Losses to which the Medtronic Indemnified Parties reasonably estimate (dand provide the Sellers prior notice of) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent they may be withheld entitled to recover from the Sellers in Sublessor's sole discretionrespect of all such Claims.

Letter of Credit. Within ten (10a) days of the date hereof, Sublessee shall provide Sublessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "Pursuant to each Letter of Credit"), the Issuer may, in form and substance reasonably acceptable certain circumstances, request disbursements thereunder with respect to Sublessor, and which shall not expire until or the Defaulted Receivables of the applicable Letter of Credit Obligor. Such disbursements shall be renewed beyond deemed to be Collections with respect to such Defaulted Receivables and shall be applied in accordance with the later allocation provisions of SECTION 1.4(d)(ii). (b) Upon the receipt of any Collections with respect to occur such Defaulted Receivables after any disbursements under a Letter of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee Credit have been made, such Collections shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, be reimbursed to apply the Letter of Credit against Issuer until the Letter of Credit Issuer has received an amount equal to the aggregate amount of all disbursements. Should such amounts prove to be insufficient to reimburse the Letter of Credit Issuer in full, the Letter of Credit Issuer shall be reimbursed for any Rents such shortfall by the Servicer (on behalf of the Seller) from the amounts, if any, payable to the Seller pursuant to SECTION 1.4(b)(iv). (c) The Seller shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The payment of drafts under any Letter of Credit shall be made in accordance with the terms of such Letter of Credit and, in that connection, the Letter of Credit Issuer shall be entitled to honor any drafts and accept any documents presented to it by the beneficiary of such Letter of Credit in accordance with the terms of such Letter of Credit and believed by the Letter of Credit Issuer in good faith to be genuine. The Letter of Credit Issuer shall not have any duty to inquire as to the accuracy or authenticity of any draft or other charges drawing documents which may be presented to it, but shall be responsible only to determine that the documents delivered in arrears, or to repair damage to connection with a drawing under such Letter of Credit comply on their face with the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account requirements of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to deliver be taken by the Letter of Credit as aforesaid, Sublessor Issuer in good faith in connection with the foregoing shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration of not put the Letter of Credit that it replaces; Issuer under any resulting liability to the Seller or any other Person. (bd) is Notwithstanding anything in this Agreement to the required amount; (c) is on the same terms and conditions as contrary, upon any payment made by the Letter of Credit it replaces; (d) is issued Issuer under any Letter of Credit honoring a demand for payment made by a bank having the same or better credit rating as the bank that issued beneficiary thereof, the Letter of Credit it replaces and that is otherwise reasonably acceptable Issuer shall not be liable to Sublessor); (e) otherwise complies with any other Person for or in respect of any amounts paid or disbursed for any reason whatsoever, including, without limitation, the requirements failure of this Section 19; and (f) provided that Sublessee first obtains such Person to receive or any delay by such Person in receiving all or any part of the prior written consent amount so paid or disbursed, or any non- application or misapplication by such beneficiary of Sublessor, which consent may be withheld in Sublessor's sole discretionthe proceeds of such payment or disbursement.

Letter of Credit. Within 6.2.1 Notwithstanding Section 6.1 above, Subtenant shall, within ten (10) days Business Days following Subtenant’s execution and delivery of the date hereofthis Sublease, Sublessee shall provide Sublessor with deliver to Sublandlord in lieu of cash security deposits required pursuant to Section 6.1 an unconditional, clean, irrevocable standby letter of credit in the amount of $102,191.25 (the "“Letter of Credit"”), in form and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage subject to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Creditfollowing terms and conditions. If Sublessee shall fail Subtenant fails to deliver the Letter of Credit as aforesaidto Sublandlord within ten (10) Business Days following Subtenant’s execution and delivery of this Sublease, Sublessor shall have the right to Sublandlord may terminate this Sublease immediatelyby written notice to Subtenant and in such event neither party shall have any obligations to the other party under this Sublease. Sublessee mayDelivery of such Letter of Credit shall satisfy the Security Deposit required in Section 6.1. If Subtenant is entitled to the Burn Down Right as described in Section 6.1 above, from time then Subtenant may reduce the Letter of Credit to time, replace any be in an aggregate amount equal to the Security Deposit resulting therefrom by issuance of an amendment to the existing Letter of Credit or replacement of the existing Letter of Credit with a new Letter of Credit if meeting the new requirements of this Section 6.2 (and, for the avoidance of doubt, any such replacement or amended letter of credit shall be deemed part of the Letter of Credit hereunder) and Sublandlord shall promptly following request of Subtenant complete all reasonable documentation reasonably required by the issuing bank to reduce the amount of the Letter of Credit in accordance with the foregoing. Subtenant’s failure to deliver the Letter of Credit as provided above shall, notwithstanding anything in this Sublease or the Master Lease to the contrary, constitute a default by Subtenant hereunder for which there shall be no notice or grace or cure period applicable thereto and Subtenant shall not be entitled to possession hereunder until it has delivered the Letter of Credit as provided above. Subtenant shall pay all expenses, points and/or fees incurred by Subtenant in obtaining the Letter of Credit. Such Letter of Credit shall be: (ai) becomes effective in the form attached to and hereby made a part of this Sublease as Exhibit C; (ii) at all times in the amount of the Security Deposit and shall permit multiple draws without a corresponding reduction in the amount of the Letter of Credit required to be maintained by Subtenant hereunder; (iii) made payable to Sublandlord and expressly transferable and assignable; (iv) payable in the City of San Francisco, California or Santa Xxxxx County, California and “callable” at sight upon presentment of a simple sight draft or certificate (including via delivery by overnight courier) stating only that Sublandlord is entitled to draw on the Letter of Credit pursuant to this Sublease; (v) for a term not less than one year; and (vi) contain an “evergreen” provision that provides that the Letter of Credit will be automatically renewed on an annual basis unless the issuer delivers at least thirty (30) days’ prior written notice of cancellation to Sublandlord and Subtenant, such that the Letter of Credit remains in existence through the date occurring ninety (90) days before after the termination expiration of the Term. At least thirty (30) days prior to the then current expiration date of the Letter of Credit, Subtenant shall cause the Letter of Credit to be renewed (or automatically and unconditionally extended), or replaced, from time to time for a period of one year with the final expiration date of the Letter of Credit being the ninetieth (90th) day after the final Expiration Date hereunder. The final Expiration Date hereunder is June 30, 2028, and thus, the ninetieth (90th) day after the final Expiration Date of the Term is September 28, 2028. 6.2.2 Each Letter of Credit shall be issued by a federally chartered commercial bank that it replaces; has a credit rating with respect to certificates of deposit, short term deposits or commercial paper of at least A 3 (bor equivalent) by Xxxxx’x Investment Service, Inc., or at least AA (or equivalent) by Standard & Poor’s, a division of XxXxxx-Xxxx, and shall be otherwise acceptable to Sublandlord in its sole and absolute discretion. If the issuer’s credit rating is reduced below A 3 (or equivalent) by Xxxxx’x Investment Service, Inc. or below AA (or equivalent) by Standard & Poor’s, a division of XxXxxx-Xxxx, or if the financial condition of such issuer changes in any other materially adverse way as determined in Sublandlord’s sole and absolute discretion, then Subtenant shall obtain from a different issuer a substitute Letter of Credit that complies in all respects with the required amount; requirements of Section 6.2.1, and Subtenant’s failure to obtain such substitute Letter of Credit within ten (c10) is on Business Days following its receipt of Sublandlord’s demand therefor (and Subtenant’s failure to do so shall, notwithstanding anything in this Sublease or the same terms Master Lease to the contrary, constitute a default by Subtenant hereunder for which there shall be no notice or grace or cure period applicable thereto) and conditions shall entitle Sublandlord to immediately draw upon the then existing Letter of Credit in whole or in part, without notice to Subtenant and to hold the proceeds thereof as the Security Deposit. Sublandlord hereby approves of Silicon Valley Bank as the initial issuer of the Letter of Credit it replaces; (d) is issued by a bank having and approves of the same or better credit rating financial standing of Silicon Valley Bank as of the bank that issued Effective Date. If the issuer of the Letter of Credit it replaces and is insolvent or placed into receivership or conservatorship by the Federal Deposit Insurance Corporation, or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for the issuer, then Subtenant shall obtain from a different issuer a substitute Letter of Credit that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies in all respects with the requirements of this Section 19; 6.2, and Subtenant’s failure to obtain such substitute Letter of Credit within ten (f10) provided Business Days following its receipt of Sublandlord’s demand therefor (and Subtenant’s failure to do so shall, notwithstanding anything in this Sublease or the Master Lease to the contrary, constitute a default of Subtenant hereunder for which there shall be no notice or grace or cure periods applicable thereto) and shall entitle Sublandlord to immediately draw upon the then existing Letter of Credit in whole or in part, without notice to Subtenant and to hold the proceeds thereof as the Security Deposit. 6.2.3 Sublandlord shall have the right to assign its interest in any Letter of Credit delivered to it by Subtenant pursuant to this Section 6.2 to any assignee of Sublandlord so long as such assignee agrees to assume the obligations of Sublandlord under this Sublease and the obligations of Sublandlord, as tenant, under the Master Lease and Sublandlord shall give notice of any such assignment to Subtenant. If requested by any such assignee, Subtenant shall obtain an amendment to such Letter of Credit that Sublessee first obtains names such assignee as the prior beneficiary thereof in lieu of Sublandlord. Any failure or refusal of the issuer to honor the Letter of Credit shall be at Subtenant’s sole risk and shall not relieve Subtenant of its obligations hereunder with respect to the Security Deposit. 6.2.4 Notwithstanding anything in this Sublease or the Master Lease to the contrary, any cure or grace period set forth in this Sublease or the Master Lease shall not apply to any of the foregoing, and, specifically, if Subtenant fails to timely comply with the foregoing terms of this Section 6.2, then Sublandlord shall have the right to draw upon the Letter of Credit without notice to Subtenant and hold the proceeds as the Security Deposit. If any portion of the Letter of Credit is drawn upon, Subtenant shall, within ten (10) Business Days after written consent demand therefor, reinstate the Letter of SublessorCredit to the amount then required under this Sublease, which consent may and Subtenant’s failure to do so within ten (10) Business Days shall be withheld in Sublessor's sole discretiona default under this Sublease.

Letter of Credit. Within ten (10a) days Subject to and upon the terms and conditions herein set forth, the Borrower may request that the Issuing Lender issue, at any time and from time to time on and after the Closing Date and prior to the Termination Date, for the account of the date hereofBorrower and for the benefit of any holder (or any trustee, Sublessee shall provide Sublessor with agent or other similar representative for any such holders) of L/C Supportable Obligations of the Borrower, an irrevocable standby letter of credit credit, in a form customarily used by the amount Issuing Lender or in such other form as has been approved by the Issuing Lender in its discretion (each such standby letter of $102,191.25 (the credit, a "Letter of Credit")) in support of such L/C Supportable Obligations. (b) Subject to the terms and conditions contained herein, the Issuing Lender hereby agrees that it will, at any time and from time to time on or after the Closing Date and prior to the Termination Date, following its receipt of the respective Letter of Credit Request, issue for the account of the Borrower one or more Letters of Credit in form and substance reasonably acceptable support of such L/C Supportable Obligations of the Borrower as are permitted to Sublessorremain outstanding without giving rise to a Default or Event of Default hereunder, and which shall not expire until or provided that the Issuing Lender shall be renewed beyond under no obligation to issue any Letter of Credit if at the later to occur time of such issuance: (i) sixty any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain the Issuing Lender from issuing such Letter of Credit or any requirement of law applicable to the Issuing Lender or any request or directive (60whether or not having the force of law) days after from any governmental authority with jurisdiction over the expiration Issuing Lender shall prohibit, or sooner termination request that the Issuing Lender refrain from, the issuance of this Sublease letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Issuing Lender is not otherwise compensated) not in effect on the date hereof, or any unreimbursed loss, cost or expense which was not applicable, or known to the Issuing Lender as of the date hereof and which the Issuing Lender in good faitx xxxxx xxxerial to it; or (ii) sixty (60) days after Sublessee the Issuing Lender shall have fully vacated received notice from any Lender prior to the Sublet Premisesissuance of such Letter of Credit of the type described in the second sentence of Section 2.19(b). (c) Notwithstanding the foregoing, which Sublessor will hold as security for (i) no Letter of Credit shall be issued the faithful performance by Sublessee Stated Amount of all its covenants and agreements under this Sublease. Sublessor shall have the rightwhich, but not the obligation, when added to apply the Letter of Credit against any Rents or other charges in arrearsOutstandings (exclusive of Unpaid Drawings which are repaid on the date of, or to repair damage and prior to the Sublet Premises caused issuance of, the respective Letter of Credit) and the aggregate principal amount of all Loans then outstanding, would exceed the lesser of (x) the Commitments at such time and (y) the Borrowing Base at such time, (ii) each Letter of Credit shall be denominated in Dollars, (iii) each Letter of Credit shall by Sublessee its terms terminate on or Sublessee's employees, contractors, invitees or licensees, or on account before the earlier of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession (A) the date which occurs 12 months after the date of the Sublet Premises or other remedies available on account of Sublessee's default or issuance thereof (although any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee Credit may be automatically extendable for successive periods of up to 12 months, but not beyond the tenth Business Day prior to the Termination Date, on terms acceptable to the Issuing Lender) and (B) the tenth Business Day prior to the Termination Date, (iv) the Stated Amount of each Letter of Credit upon issuance shall fail be not less than $100,000 or such lesser amount as is acceptable to deliver the Issuing Lender and (v) no Letter of Credit shall be issued the Stated Amount of which, when added to (y) the Letter of Credit as aforesaidOutstandings (exclusive of Unpaid Drawings which are repaid on the date of, Sublessor shall have and prior to the right to terminate this Sublease immediately. Sublessee mayissuance of, from time to time, replace any existing the respective Letter of Credit with a new Letter of Credit if the new Letter of Credit Credit) and (az) becomes effective at least thirty (30) days before the termination or expiration any Loans made for working capital purposes would exceed 10% of the Letter of Credit that it replaces; (b) is total Commitments then in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretioneffect.

Letter of Credit. Within ten (10a) days On or prior to the issuance, sale and delivery of the Bonds to the purchaser or purchasers thereof pursuant to Section 2.6 of the Indenture, the Company hereby covenants and agrees to obtain and deliver to the Trustee the initial, irrevocable, transferable Letter of Credit to be issued by the Bank in favor of the Trustee for the benefit of the owners from time to time of the Bonds, in substantially the same form as Exhibit A attached to the Letter of Credit Agreement. The initial Letter of Credit shall be dated the date hereofof issuance and delivery of the Bonds; shall expire on December 15, Sublessee 2001, unless otherwise extended in accordance with the terms and provisions of subsection (b) below and the Letter of Credit Agreement; shall provide Sublessor with an irrevocable standby letter of credit be in the amount of $102,191.25 (i) the "aggregate principal amount of the Bonds (A) to enable the Trustee to pay the principal of the Bonds at maturity, upon redemption prior to maturity or acceleration, and (B) to enable the Trustee to pay the portion of the purchase price of Bonds tendered or deemed to be tendered to the Trustee for purchase, equal to the aggregate principal amount of such Bonds, plus (ii) an amount equal to the interest to accrue on the Bonds for thirty-five (35) days at a maximum rate of twelve percent (12%) per annum (A) to enable the Trustee to pay interest accrued on the Bonds on the dates and in the manner set forth in the Indenture, and (B) to enable the Trustee to pay the portion of the purchase price of Bonds tendered or deemed to be tendered to the Trustee for purchase, equal to the accrued interest on such Bonds. (b) Except as hereinafter provided, at any time prior to the fifteenth Business Day prior to the interest payment date on the Bonds immediately preceding the Stated Termination Date of the Letter of Credit"), in form and substance reasonably acceptable to Sublessorthe Company may, and which shall at its option but is not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premisesrequired to, which Sublessor will hold as security provide for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession extension of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration term of the Letter of Credit that it replaces; or deliver to the Trustee a substitute Letter of Credit as hereinafter provided. If the Company chooses to extend the term of the Letter of Credit, then such extension shall be to the fifteenth day of any calendar month at least one (b1) is in year after the required amount; Stated Termination Date of the existing Letter of Credit, and (c) is on the same terms and conditions as unless the Letter of Credit it replaces; (dby its terms provides for an extension of its term automatically unless the Trustee is notified to the contrary) is issued by a bank having the same or better credit rating as Company shall furnish proof of such extension, in the bank that issued form of an amendment to the Letter of Credit evidencing such extension, to the Trustee no later than the fifteenth Business Day prior to the interest payment date on the Bonds immediately preceding the Stated Termination Date of the Letter of Credit. In the event that the Letter of Credit by its terms provides for an extension of its term automatically unless the Trustee is notified to the contrary, such extensions shall be consistent with the terms and provisions set forth above, but it replaces shall not be necessary to furnish such proof or amendment. If the Company chooses to provide a substitute Letter of Credit, such substitute Letter of Credit shall be an irrevocable letter of credit in substantially the same form and tenor as the initial Letter of Credit, in an amount equal to the outstanding principal amount of the Bonds plus an amount equal to the maximum interest to accrue on the Bonds then Outstanding for thirty-five (35) days at a maximum rate of twelve percent (12%) per annum, with administrative provisions reasonably satisfactory to the Trustee, but provided to expire on the fifteenth day of any calendar month at least one (1) year after the Stated Termination Date of the existing Letter of Credit, such substitute Letter of Credit to be issued by a commercial bank and delivered to the Trustee on or before the fifteenth Business Day prior to the interest payment date on the Bonds immediately preceding the Stated Termination Date of the Letter of Credit; provided, that simultaneously with the delivery of any such substitute Letter of Credit to the Trustee, the Company shall have provided the Trustee with written evidence from the Bank which issued the existing Letter of Credit that the Company shall have paid all of its obligations under the related Letter of Credit Agreement to such Bank (other than any obligations with respect to reimbursement for drawings under the Letter of Credit to purchase Bonds tendered or deemed to be tendered to the Trustee for purchase pursuant to Section 4.1 or Section 4.2 of the Indenture, which obligations are not yet due and owing under the Letter of Credit Agreement) and shall have paid all other amounts due and owing under the Letter of Credit Agreement pursuant to which the existing Letter of Credit was issued (except as aforesaid). Simultaneously with the delivery of such substitute Letter of Credit to the Trustee, the Company shall also provide the Trustee with an opinion of Bond Counsel that such substitute Letter of Credit is otherwise reasonably acceptable to Sublessor); (e) otherwise authorized under this Agreement, complies with the requirements terms hereof, and will not have an adverse effect on the exclusion of this the interest on the Series 1996-A Bonds from gross income of the owners thereof for Federal income tax purposes. If the Company shall fail to furnish to the Trustee such written evidence from such Bank and such opinion of Bond Counsel on or before the specified date, the Trustee shall be deemed not to have received the substitute Letter of Credit, and the Bonds shall be subject to mandatory tender for purchase pursuant to Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretion.4.2

Letter of Credit. Within ten (10i) days Subject to the terms of this subsection (i) and subsection (ii) below, 22 contemporaneously with the date hereofInitial Funding and as security for the Letter of Credit Obligations, Sublessee the First Choice Parties shall provide Sublessor with obtain and deliver to MPT an irrevocable standby letter of credit in the amount of $102,191.25 at a financial institution reasonably acceptable to MPT naming MPT as beneficiary thereunder (the "“Letter of Credit"”), in form which Letter of Credit shall be upon such other terms, conditions and substance reasonably provisions acceptable to SublessorMPT (including, and which shall not expire until or shall be renewed beyond the later to occur of (i) without limitation, an “evergreen” provision requiring no less than sixty (60) days after days’ prior written notice to MPT of any failure or refusal to renew such Letter of Credit). Subject to the expiration or sooner termination of proviso below and the increases provided for in this Sublease or subsection (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premisesi), which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges shall be in arrears, or to repair damage an amount equal to the Sublet Premises caused by Sublessee or Sublessee's employeesmaximum amount permitted without violating the Guaranty Limitation, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession based upon the amount of the Sublet Premises or other remedies available on account Total Development Costs incurred through the applicable Funding date, which in no event shall exceed an amount equal to Fifty Percent (50%) of Sublessee's default or any other reason shall not be affected by one (1) year’s Base Rent (as defined under the fact Master Lease) relating to the Facility; provided, however, that Sublessor holds such Letter delivery of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have not be required until the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Adeptus Parties can deliver a Letter of Credit with in a new minimum amount of Seventy-Five Thousand Dollars ($75,000) without violating the Guaranty Limitation. Following initial delivery of the Letter of Credit if to MPT, on each subsequent Funding date the new Adeptus Parties shall deliver to MPT a replacement letter of credit, or an amendment to the Letter of Credit, reflecting an increase in the Letter of Credit amount calculated as provided herein above; provided, further, that the Adeptus Parties will not be required to replace the Letter of Credit or provide an amendment to increase the amount of the Letter of Credit pursuant to this sentence (aA) becomes effective at least more frequently than once every thirty (30) days, or (B) if the Letter of Credit amount would be increased by less than Twenty-Five Thousand Dollars ($25,000). The Letter of Credit, or any replacement letter of credit, shall provide that MPT shall be entitled to draw upon such Letter of Credit upon the occurrence of an Event of Default. In the event MPT receives a notice of termination or nonrenewal of the Letter of Credit or any replacement letter of credit, Adeptus Parties shall provide a replacement letter of credit no later than thirty (30) days before prior to the expiration or termination or expiration of the such Letter of Credit that it replaces; (b) is in or replacement letter of credit, the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies which shall be consistent with the requirements of this Section 19; and 3.11(k). The Adeptus Parties shall maintain a letter of credit conforming to the requirements of this Section 3.11 (fk) provided that Sublessee first obtains until the prior written consent date of SublessorCompletion or as otherwise required under Master Lease. (ii) The Adeptus Parties may, which consent may be withheld at their option, satisfy the Letter of Credit requirements under this Agreement by providing one (1) letter of credit satisfying the letter of credit requirements of this Agreement, as well as the letter of credit requirements under the other Project Development Agreements (as defined in Sublessor's sole discretionthe Master Lease) entered into by their Affiliates.

Letter of Credit. Within 13.1 For so long as the Notes remain outstanding (and, as set forth in Paragraph 13.3 hereinafter, for such additional period as is required to obtain a final determination as to the validity of any asserted rights of offset of Purchaser against any portion of the Notes), Purchaser shall maintain a Letter of Credit in effect (including the timely renewal of the Letter of Credit (the "LETTER OF CREDIT") upon its expiration in accordance with its terms) in an amount at all times at least equal to the then outstanding aggregate principal balance of the Notes (or, to the extent not fully drawn down as a result of any asserted right of offset, the Letter of Credit shall be maintained in the amount of any such asserted right of offset, if applicable, until such issue has been finally resolved). 13.2 On the Closing, Purchaser shall deliver the hereinafter described Letter of Credit to Xxxxxxx Xxxxxxx who will act as Sellers' Agent (the "SELLERS' AGENT") pursuant to the terms of the Authorization of Sellers' Agent annexed hereto as EXHIBIT "N". 13.3 The Letter of Credit shall (a) be issued by a bank, savings and loan association or other financial institution, (b) name the Sellers' Agent as beneficiary, (c) be in an amount not less than the outstanding aggregate principal balance outstanding under the Notes from time to time, (d) be irrevocable through its expiration date, and (e) be conditioned as to payment only upon its presentment together with an affidavit ("SELLERS' AFFIDAVIT") of the Sellers' Agent certifying (i) that Purchaser has either (aa) breached its obligations under Paragraph 13.4, or (bb) that an Event of Default has occurred under the Notes, or any of them, and has not been cured after notice and within the applicable grace period provided in the Notes, (ii) that Sellers' Agent has sent a notice of intent to request payment of the Letter of Credit to Purchaser (the "ADDITIONAL NOTICE") and Purchaser has not cured the Event of Default within ten (10) days after receipt of the date hereofAdditional Notice, Sublessee (iii) Purchaser has not asserted any right of offset relating to any amount due pursuant to the Notes, or, if such right of offset has been asserted, a statement of the amount so asserted and (iv) the amount that Sellers are entitled to receive pursuant to the terms of the Notes (as adjusted for any asserted right of offset by Purchaser). The term "LETTER OF CREDIT" shall provide Sublessor with an irrevocable standby refer to the letter of credit in the amount of $102,191.25 (the "Letter of Credit"), in form and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance delivered by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration of the Letter of Credit that it replaces; (b) is in the required amount; (c) is Purchaser on the same terms Closing Date and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces any extension, renewal and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionsubstitution therefor.

Letter of Credit. Within ten (10) days of the date hereof, Sublessee The Restated Mortgage Note shall provide Sublessor with an also be secured by a $500,000 irrevocable standby letter of credit in the amount of $102,191.25 to be provided to Seller by Buyer from Buyer's senior lender (the "Letter of Credit"), in form and substance reasonably acceptable to Sublessor, and which shall . The Letter of Credit will have a term of 19 months beginning on the Closing Date. Seller may not expire until or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply draw upon the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession until maturity of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by Restated Mortgage Note and then only under the fact that Sublessor holds such Letter of Creditterms and conditions set forth in this Section 2.7(d). If Sublessee shall fail to deliver an event of default exists upon maturity of the Letter Restated Mortgage Note other than non-payment of Credit principal and the Restated Mortgage Note is not refinanced as aforesaidprovided in Section 2.7(c), Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration term of the Letter of Credit that it replaces; (b) is in the required amount; (c) is on the same terms will be extended and conditions as Buyer may draw upon the Letter of Credit it replaces; (d) is issued by only to the extent the proceeds from a bank having sale of the same or better credit rating Medina Real Property upon foreclosure do not satisfy Buyer's outstanxxxx xbligations under the Restated Mortgage Note. If Buyer refinances with Seller as set forth in Section 2.7(c), upon execution and delivery of the bank that issued Subsequent Note and the Subsequent Mortgage, Seller may draw upon the Letter of Credit it replaces up to the lesser of (i) the amount of the Letter of Credit or (ii) the amount outstanding under the Restated Mortgage Note immediately prior to execution and delivery of the Subsequent Note and the Subsequent Mortgage, with the amount drawn being applied against the Subsequent Note. If Buyer has made a good faith claim for indemnification in excess of the cash portion of the Escrow Funds that is unresolved at the time Seller makes a draw upon the Letter of Credit, the funds drawn, xx xx xxx amount by which the amount of the claim exceeds the cash portion of the Escrow Amount, will be paid to the Escrow Agent and held as Escrow Funds under the terms of the Escrow Agreement. Any reduction of the Subsequent Note under this Section shall first be made to the first note (referred to in Section 2.7(c)). The Letter of Credit will contain the terms and conditions set forth in this Section 2.7(d) and otherwise reasonably will be in form acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; both Seller and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in SublessorBuyer's sole discretionsenior lender.

Letter of Credit. Within ten (10a) days of If, under the date hereofLease, Sublessee shall Lessee is required or elects to provide Sublessor Lessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "a Letter of Credit"), the provisions of this Section shall apply. Any Letter of Credit provided by Lessee to Lessor will be issued and payable by a Pre-Approved Bank or another bank acceptable to Lessor in its sole and absolute discretion and in substantially the form of Schedule 13, or in another form and substance reasonably acceptable to SublessorLessor in its sole and absolute discretion, and which shall and, if not expire until issued by a Pre-Approved Bank or shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter New York branch of Credit. If Sublessee shall fail a major international bank acceptable to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, Lessor in its sole and absolute discretion from time to time, replace will be confirmed by and payable at the New York branch of a major international bank acceptable to Lessor in its sole and absolute discretion from time to time, and will be issued as security for all payment obligations of Lessee or any existing Letter its Affiliates under the Lease and each Other Agreement (including any and all Losses suffered or incurred by Lessor or any of Credit with its Affiliates in respect of which Lessee or any if its Affiliates is obligated under the Lease or each Other Agreement), which shall remain in full force and effect until the Required LC Expiry Date and may be drawn down by Lessor upon demand at any time or times prior to the Required LC Expiry Date following (i) the occurrence of an Event of Default or a new Letter Default under clause (g) of Credit if Schedule 9, or (ii) the new Letter receipt by Lessor of Credit (a) becomes effective at least thirty (30) days before the termination or expiration notice of non-renewal of the Letter of Credit that it replaces; under Section 5.14(b) below. (b) is in The Letter of Credit may have a validity period or periods ending prior to the required amount; Required LC Expiry Date, provided that (ci) is on the same terms and conditions as the Letter of Credit it replaces; shall be renewed automatically, without further act or deed by any party, until such time as Lessor receives notice of non-renewal of the Letter Credit, (dii) is issued by a bank having the same or better credit rating as the bank that issued notice of non-renewal of the Letter of Credit it replaces and shall be provided to Lessor no less than 30 Business Days prior to its then scheduled expiry date, (iii) Lessor shall be entitled to draw the full amount of the Letter of Credit immediately in the event that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with Lessor receives any notice of non-renewal of the requirements Letter of this Section 19Credit; and (fiv) provided 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, the current issuing or confirming bank for the Letter of Credit ceases to meet the requirements set forth in the definition of Pre-Approved Bank, Lessee shall within five (5) Business Days after the date of notice from Lessor of such decrease in credit rating, cause the Letter of Credit to be replaced by a Letter of Credit issued by another bank that Sublessee first obtains meets the definition of a Pre-Approved Bank and (if, requested by Lessor in its sole and absolute discretion) that such replacement Letter of Credit is confirmed by another bank that meets the requirement of a Pre-Approved Bank. (d) If Lessor makes a drawing under the Letter of Credit, Lessee shall, following a demand in writing by Lessor, immediately cause the maximum amount available for drawing under the Letter of Credit to be restored to the level at which it stood immediately prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionto such drawing.

Letter of Credit. Within ten (10) days At the Closing, Seller shall deliver to Buyer, and cause to remain outstanding until the second anniversary of the date hereofClosing Date (the "LC Termination Date"), Sublessee shall provide Sublessor with an irrevocable standby letter of credit in the amount of $102,191.25 (the "Letter of Credit"), ) in a face amount of Two Million Dollars ($2,000,000) and in form and substance satisfactory to Buyer and Seller and provided by a financial institution reasonably acceptable to SublessorBuyer, and which shall not expire until or shall may be renewed beyond drawn upon only by Buyer in the later event that any Buyer Indemnified Party is entitled to occur indemnification for Damages pursuant to the provisions of Article 8, provided that (i) sixty on the LC Termination Date, if one or more claims for Damages for which Seller has indemnification obligations pursuant to Article 8 is then pending (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises"Pending Claims"), which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Replacement Letter of Credit. If Sublessee Credit (as defined below) shall fail to deliver remain outstanding, but the face amount of the Letter of Credit or Replacement Letter of Credit, as aforesaidthe case may be, Sublessor shall be reduced to the aggregate amount of such Pending Claims, and (ii) on the nine (9) month anniversary of the Closing Date, the face amount of the Letter of Credit or Replacement Letter of Credit, as the case may be, shall be reduced to an amount equal to (A) One Million Dollars ($1,000,000) plus the aggregate amount of Pending Claims on such date. In the event that the Letter of Credit or any Replacement Letter of Credit expires at a date earlier than the LC Termination Date, Seller covenants and agrees that it will provide Buyer with an extension or replacement of such Letter of Credit or Replacement Letter of Credit (subject to the conditions set forth in the first sentence of this Section 5.12) (each replacement Letter of Credit being referred to as a "Replacement LC") on or prior to the 30th day preceding the expiration date of the Letter of Credit issued on the Closing Date (the "Initial LC"); provided, however, that in the event such Replacement LC is not issued on or prior to such date, at any time thereafter, Buyer shall have the right to terminate draw the entire amount then available under the Initial LC (a "Conditional Draw"). In the event a Conditional Draw is made, Buyer may retain the entire amount of the Conditional Draw as a holdback (the "Holdback") which may be drawn upon only by Buyer in the event that any Buyer Indemnified Party shall be entitled to indemnification for Damages pursuant to the provisions of Article 8. On the second anniversary of the Closing Date, Buyer in the event of a Holdback shall deliver to Seller an amount equal to the Conditional Draw minus (A) any amounts retained by Buyer pursuant to the immediately preceding sentence and (B) the amount of Pending Claims existing on such date, provided that upon the final determination of all such Pending Claims, Buyer shall deliver to Seller the balance of the Conditional Draw, if any, which Buyer is not entitled to retain pursuant to this Sublease immediatelySection 5.12 and Article 8 or shall apply any Holdback toward any Damages. Sublessee may, from time to time, replace any existing Seller and Buyer shall share equally the fees and other expenses incurred by Seller in connection with the provision and maintenance of such Letter of Credit with a new Letter of Credit if the new Letter of Credit Credit." 8. Amendment to Section 6.3 (a) becomes effective at least thirty (30) days before the termination or expiration of the Letter of Credit that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessorg); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretion.

Letter of Credit. Within ten (10i) days of On or prior to the date hereofClosing Date, Sublessee the Company shall provide Sublessor with obtain an irrevocable standby letter of credit in the amount of $102,191.25 (the "Letter of Credit"), in the amount of $10,000,000 issued in favor of Kings Road Investments Ltd. (the "LC Agent") by a bank acceptable to such LC Agent (the "Letter of Credit Bank") and in form and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond such LC Agent. Subject to the later to occur of (i) sixty (60) days after the expiration or sooner termination last three sentences of this Sublease or Section (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premisesq)(i), which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to shall expire not earlier than 91 days after the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession Maturity Date of the Sublet Premises or other remedies available on account Notes (the "LC Expiration Date"). Upon the occurrence and during the continuance of Sublessee's default or an Event of Default under (and as defined in) any other reason of the Aggregate Notes, the LC Agent shall not be affected by entitled to draw under the fact that Sublessor holds such Letter of CreditCredit for the full Letter of Credit Amount (as defined in the Aggregate 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 the Aggregate Notes held by each of the Buyers and hold such amount as collateral security for the obligations under the Aggregate Notes for the benefit of the Buyers. If Sublessee The Company shall fail to deliver obtain such renewals, extensions or replacements of the Letter of Credit as aforesaid, Sublessor shall have necessary to ensure that the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new shall not expire prior to the LC Expiration Date (unless the Letter of Credit if shall have been reduced to zero in accordance with the new Letter of Credit (aterms contained in this Section 4(q) becomes effective prior to such date). If, at least thirty (30) days before any time, the termination Company cannot obtain a renewal, extension or expiration replacement of the Letter of Credit such that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; will expire prior to the LC Expiration Date (d) is issued by a bank having "Withdrawal Event"), the same or better credit rating as the bank that issued Company and the Letter of Credit it replaces Bank shall each give the LC Agent written notice of the occurrence of a Withdrawal Event at least forty-five (45) days prior to the then current expiration date of the Letter of Credit. Following a Withdrawal Event, the LC Agent shall be entitled to draw down the Letter of Credit Amount in its entirety (whether or not an Event of Default shall have occurred or be continuing under any of the Notes) and that is otherwise hold such amount as collateral security for the obligations under the Notes for the benefit of the Buyers. (ii) If more than $23 million of the Aggregate Notes are converted, redeemed or amortized pursuant to the terms of the Aggregate Notes, the Company shall promptly deliver a notice to the LC Agent (the "LC Reduction Notice"), certifying as to the occurrence of such event, the aggregate principal amount then outstanding under the Aggregate Notes, and the amount by which the Letter of Credit Amount shall be reduced, such reduction amount to equal one-half of the difference between $17 million and the aggregate principal amount of the Aggregate Notes then outstanding. After delivery of the initial LC Reduction Notice, if the outstanding principal amount of the Aggregate Notes has been reduced by $2 million or more from the time of the prior LC Reduction Notice, the Company may deliver a subsequent LC Reduction Notice to the LC Agent certifying as to the occurrence of such event, the aggregate principal amount then outstanding under the Aggregate Notes, and the amount by which the Letter of Credit Amount shall be reduced, such reduction amount to equal the difference between (A) one-half of the difference between (i) $17 million and (ii) the aggregate principal amount of the Aggregate Notes then outstanding and (B) the aggregate amount of any prior reductions of the Letter of Credit Amount. Within 10 days of the receipt of any such LC Reduction Notice, the LC Agent shall issue a written instruction to the Letter of Credit Bank to request the reduction of the Letter of Credit Amount to the Company as set forth in the LC Reduction Notice. (iii) If the Company obtains FDA Approval (as defined in the Notes), the Company shall promptly deliver a written notice to the LC Agent (the "Letter of Credit Notice"), certifying as to the occurrence of such event and a copy of such FDA Approval. Within 10 days of the receipt of the Letter of Credit Notice, the LC Agent shall issue a written instruction to the Letter of Credit Bank to request the release and return of the Letter of Credit Amount to the Company. (iv) Notwithstanding the foregoing, if the LC Agent reasonably acceptable to Sublessor); (e) otherwise complies disagrees with the requirements contents of this either a LC Reduction Notice or a Letter of Credit Notice or the Company disagrees with any action taken or omitted to be taken by the LC Agent, such party shall use the dispute resolution procedures contained in Section 19; and (f) provided that Sublessee first obtains 25 of the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionNotes.

Letter of Credit. Within ten (10a) days of Subject to the date terms and conditions ---------------- hereof, Sublessee shall provide Sublessor with an irrevocable standby letter of credit and in reliance on the amount of $102,191.25 agreements set forth in clauses (the "Letter of Credit"), in form c) and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of (ie) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee mayhereof, from time to time, replace on any existing Business Day, the Issuer agrees to issue Letters of Credit for the account of the Borrower in such form as may be approved from time to time by the Issuer; provided that (i) the sum of the -------- aggregate face amount of all Letters of Credit outstanding and the aggregate amount drawn under all Letters of Credit for which the Issuer has not been reimbursed at any time shall not exceed $5,000,000 and (ii) the sum of the Revolving Credit Loans, the aggregate face amount of all Letters of Credit outstanding and the aggregate amount drawn under all Letters of Credit for which the Issuer has not been reimbursed shall not, at any time, exceed the Revolving Credit Commitment (as reduced from time to time pursuant to Section ------- 2.5 and Section 2.9). --- ----------- (b) Each Letter of Credit (i) shall be opened pursuant to a written request from the Borrower on the Issuer's then current form of application for letter of credit which application shall be completed to the satisfaction of the Issuer and shall be delivered to the Issuer together with a new such other certificates, documents and other instruments and information as the Issuer may reasonably request, (ii) shall be denominated in U.S. dollars, (iii) shall be governed by the Uniform Customs and, to the extent not inconsistent therewith, the laws of the state of New York and (iv) shall expire on the Expiry Date. The Issuer shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the new Issuer or any Revolving Credit Lender to exceed any limits imposed by an applicable Requirement of Laws. (c) The Issuer agrees to allot and does allot, to itself and each Revolving Credit Lender and, to induce the Issuer to issue the Letter of Credit, each Revolving Credit Lender severally and irrevocably agrees to take and does hereby take for its own account and risk an undivided participating interest in a percentage equal to such Revolving Credit Lender's Revolving Credit Commitment Percentage of the Issuer's Obligations. (d) The Borrower agrees (i) to reimburse the Issuer forthwith upon its demand for any payment made by the Issuer under a Letter of Credit and (ii) to pay interest on any unreimbursed portion of any such payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) prior to the date which is one Business Day after the day on which reimbursement from the Borrower for such payment is due, the rate which would then be payable on any outstanding Alternate Base Rate Loans which are not overdue and (B) thereafter, the rate which would then be payable on any outstanding Alternate Base Rate Loans which are overdue. In addition to the foregoing, the Borrower shall reimburse the Issuer for any taxes, fees, charges or other costs or expenses incurred by the Issuer in connection with such payment. All payments hereunder shall be made to the Issuer at its address for notices specified herein in Dollars in immediately available funds. (i) In the event that the Issuer makes a payment under a Letter of Credit and is not reimbursed in full therefor forthwith, upon demand of the Issuer referred to in Section 2.21(d), the Issuer shall promptly make demand for --------------- such any amount for which it has not received reimbursement upon each Lender. Each Revolving Credit Lender unconditionally and irrevocably agrees that forthwith upon its receipt of any such demand for reimbursement, such Revolving Credit Lender shall transfer to the Issuer, in immediately available funds, an amount equal to such Revolving Credit Lender's pro rata share of the --- ---- unreimbursed portion of such payment; provided that, if such demand is made -------- prior to 12:00 noon, New York City time, on a Business Day, such Revolving Credit Lender shall make such payment to the Issuer prior to the end of such Business Day and otherwise such Revolving Credit Lender shall make such payment on the next succeeding Business Day. Whenever, at any time after the Issuer has made a payment under a Letter of Credit and has received from any Revolving Credit Lender such Revolving Credit Lender's pro rata share of the unreimbursed --- ---- portion of such payment, the Issuer receives any reimbursement on account of such unreimbursed portion or any payment of interest on account thereof, the Issuer shall distribute to such Receiving Credit Lender its pro rata share --- ---- thereof; provided that in the event that the receipt by the Issuer of such -------- reimbursement or such payment of interest (as the case may be) is required to be returned, such Revolving Credit Lender will return to the Issuer any portion thereof previously distributed by the Issuer to such Revolving Credit Lender. (ii) Upon the occurrence and during the continuation of any Event of Default under Section 7.1(e) or Section 7.1(f) or, with notice from the -------------- -------------- Administrative Agent, upon the occurrence of any other Event of Default that is continuing (x) an amount equal to the outstanding Letters of Credit shall, without demand upon or notice to the Borrower, be deemed to have been paid or disbursed by the Issuer upon such Letters of Credit (notwithstanding that such amount may not in fact have been paid or disbursed); and (y) without further notice in the case of an Event of Default under Section 7.1(e) or Section 7.1(f) or, in the case of any other -------------- -------------- Event of Default that has occurred and is continuing, upon notice by the Administrative Agent to the Borrower of its Obligations hereunder, the Borrower shall be immediately obligated to reimburse the Issuer for the amount deemed to have been paid or disbursed by the Issuer. Any amount so payable by the Borrower shall be deposited by the Borrower in cash with the Administrative Agent and held as collateral security for the Obligations in connection with any Letter of Credit issued by the Issuer. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuer and the Revolving Credit Lenders, a security interest in such cash collateral to secure all Obligations of the Borrower under this Agreement and the other Loan Documents. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payments of drafts drawn under any Letter of Credit, and the unused portion thereof after all Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations. After all Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been fully satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower. The Borrower shall execute and deliver to the Administrative Agent, for the account of the Issuer, such further documents and instruments as the Administrative Agent may request to evidence the creation and perfection of the security interest in such cash collateral account. (f) The Borrower shall pay to the Administrative Agent for the pro rata account of the Issuer and the Revolving Credit Lenders in respect of each Letter of Credit a fee in an amount equal to the Applicable Margin then in effect for Eurodollar Loans (calculated on the basis of the actual number of days elapsed over a 360-day year) multiplied by the Stated Amount of the Letter of Credit, such fee to be payable (i) on the date of issuance of such Letter of Credit (a) becomes effective at least thirty (30) days before for the termination or expiration period from the date of issuance to the earlier of the Expiry Date of such Letter of Credit that it replaces; and the immediately succeeding Interest Payment Date), (bii) is thereafter, quarterly in arrears on each Interest Payment Date for each quarter prior to such Expiry Date. (g) The Borrower agrees to pay to the Issuer, for its own account, for services rendered by the Issuer, a fee in the required amount; (c) is amount and at the times referred to in the L/C Fee Letter. The Borrower shall also pay or reimburse the Issuer for such normal and customary costs and expenses as are incurred or charged by the Issuer on the same terms and conditions as the issuing, effecting payment under, amending or otherwise administering any Letter of Credit it replaces; (d) is issued by a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of Sublessor, which consent may be withheld in Sublessor's sole discretionCredit.

Letter of Credit. Within ten Lessee may deposit with Lessor in lieu of cash, an irrevocable letter of credit payable to Lessor in the amount of Forty Four Thousand and no/100ths Dollars (10$44,000.00) days in satisfaction of Lessee's obligation under Section 4.5 of this Lease. The letter of credit shall be issued by an institutional lender reasonably acceptable to Lessor and shall not be subject to any security arrangement between Lessee and the issuing bank at any time during the term of the date hereofletter of credit. The letter of credit shall contain language authorizing Lessor to draw upon the letter of credit if (i) Lessee is in default of any term, Sublessee covenant or condition of this Lease, and (ii) Lessor has incurred costs or suffered loss or damage as a result of Lessee's default. The letter of credit shall have a term of at least twelve (12) months and shall provide Sublessor for drawing thereon anytime during the term of the letter of credit subject to the conditions set forth herein. After delivery of a letter of credit to Lessor, as long as this Lease remains in effect, Lessee shall have no right to withdraw such letter of credit unless Lessee substitutes a replacement letter or letters of credit by cash deposit in an equal amount with an irrevocable standby Lessor. If the letter of credit expires prior to the expiration of the Lease term, then Lessee shall be required to replace or renew the letter of credit. Upon substitution of a cash deposit or replacement letter of credit in an equal amount, Lessor shall return the amount replaced letter of $102,191.25 (credit to Lessee. The proceeds of the "Letter letter of Credit"), in form and substance reasonably acceptable to Sublessor, and which shall not expire until or credit shall be renewed beyond the later to occur of (i) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default applied toward rent or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit sum in default as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit (a) becomes effective at least thirty (30) days before the termination or expiration set forth in Paragraph 4.5 of the Letter of Credit that it replaces; (b) is in the required amount; (c) is on the same terms and conditions as the Letter of Credit it replaces; (d) is issued by Lease. LESSOR LESSEE TEACHERS INSURANCE AND ANNUITY GASONICS, INC., a bank having the same or better credit rating as the bank that issued the Letter of Credit it replaces and that is otherwise reasonably acceptable to Sublessor); (e) otherwise complies with the requirements of this Section 19; and (f) provided that Sublessee first obtains the prior written consent of SublessorASSOCIATION OF AMERICA, which consent may be withheld in Sublessor's sole discretion.a California corporation New York corporation By /s/ JAMEX X. XXXXXXXX By [SIGNATURE ILLEGIBLE] --------------------------------- --------------------------------- Its ASSISTANT SECRETARY Its President --------------------------------- --------------------------------- By --------------------------------- Its --------------------------------- 25

Letter of Credit. Within ten (10a) days of Subject to the date terms and conditions hereof, Sublessee shall provide Sublessor with an irrevocable standby letter of credit and in reliance on the amount of $102,191.25 agreements set forth in clauses (the "Letter of Credit"), in form c) and substance reasonably acceptable to Sublessor, and which shall not expire until or shall be renewed beyond the later to occur of (ie) sixty (60) days after the expiration or sooner termination of this Sublease or (ii) sixty (60) days after Sublessee shall have fully vacated the Sublet Premises, which Sublessor will hold as security for the faithful performance by Sublessee of all its covenants and agreements under this Sublease. Sublessor shall have the right, but not the obligation, to apply the Letter of Credit against any Rents or other charges in arrears, or to repair damage to the Sublet Premises caused by Sublessee or Sublessee's employees, contractors, invitees or licensees, or on account of any other damages suffered by Sublessor as a result of Sublessee's default hereunder or to satisfy Sublessee's indemnification obligations hereunder. Sublessor's right to possession of the Sublet Premises or other remedies available on account of Sublessee's default or any other reason shall not be affected by the fact that Sublessor holds such Letter of Credit. If Sublessee shall fail to deliver the Letter of Credit as aforesaid, Sublessor shall have the right to terminate this Sublease immediately. Sublessee mayhereof, from time to time, replace on any existing Business Day, the Issuer agrees to issue Letters of Credit for the account of the Borrower in such form as may be approved from time to time by the Issuer; provided that (i) the sum of the aggregate face amount of all Letters of Credit outstanding and the aggregate amount drawn under all Letters of Credit for which the Issuer has not been reimbursed at any time shall not exceed $3,000,000 and (ii) the sum of the Loans, the aggregate face amount of all Letters of Credit outstanding and the aggregate amount drawn under all Letters of Credit for which the Issuer has not been reimbursed shall not, at any time, exceed the Commitment minus, until such time as the Existing Seller Note has been paid in full, $825,000. (b) Each Letter of Credit (i) shall be opened pursuant to a written request from the Borrower on the Issuer's then current form of application for letter of credit which application shall be completed to the satisfaction of the Issuer and shall be delivered to the Issuer together with a new such other certificates, documents and other instruments and information as the Issuer may reasonably request, (ii) shall be denominated in U.S. dollars and (iii) shall expire on the Expiry Date. The Issuer shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the new Issuer or any Lender to exceed any limits imposed by an applicable Requirement of Laws. (c) The Issuer agrees to allot and does allot, to itself and each Lender and, to induce the Issuer to issue the Letter of Credit, each Lender severally and irrevocably agrees to take and does hereby take for its own account and risk an undivided participating interest in the Issuer's Obligations equal to a percentage obtained by dividing such Lender's Commitment at the time by the aggregate amount of all Commitments at such time. (d) The Borrower agrees (i) to reimburse the Issuer forthwith upon its demand for any payment made by the Issuer under a Letter of Credit and (ii) to pay interest on any unreimbursed portion of any such payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) prior to the date which is one Business Day after the day on which reimbursement from the Borrower for such payment is due, the rate which would then be payable on any outstanding Alternate Base Rate Loans which are not overdue and (B) thereafter, the rate which would then be payable on any outstanding Alternate Base Rate Loans which are overdue. In addition to the foregoing, the Borrower shall reimburse the Issuer for any taxes, fees, charges or other costs or expenses incurred by the Issuer in connection with such payment. All payments hereunder shall be made to the Issuer at its address for notices specified herein in Dollars in immediately available funds. (i) In the event that the Issuer makes a payment under a Letter of Credit and is not reimbursed in full therefor forthwith, upon demand of the Issuer referred to in Section 2.17(d), the Issuer shall promptly make demand for any such amount for which it has not received reimbursement upon each Lender. Each Lender unconditionally and irrevocably agrees that forthwith upon its receipt of any such demand for reimbursement, such Lender shall transfer to the Issuer, in immediately available funds, an amount equal to such Lender's pro rata share of the unreimbursed portion of such payment; provided that, if such demand is made prior to 12:00 noon, New York City time, on a Business Day, such Lender shall make such payment to the Issuer prior to the end of such Business Day and otherwise such Lender shall make such payment on the next succeeding Business Day. Whenever, at any time after the Issuer has made a payment under a Letter of Credit and has received from any Lender such Lender's pro rata share of the unreimbursed portion of such payment, the Issuer receives any reimbursement on account of such unreimbursed portion or any payment of interest on account thereof, the Issuer shall distribute to such Lender its pro rata share thereof; provided that in the event that the receipt by the Issuer of such reimbursement or such payment of interest (as the case may be) is required to be returned, such Lender will return to the Issuer any portion thereof previously distributed by the Issuer to such Lender. (ii) Upon the occurrence and during the continuation of any Event of Default under Section 7.1(g) or, with notice from the Agent, upon the occurrence of any other Event of Default that is continuing (x) an amount equal to the outstanding Letters of Credit shall, without demand upon or notice to the Borrower, be deemed to have been paid or disbursed by the Issuer upon such Letters of Credit (notwithstanding that such amount may not in fact have been paid or disbursed); and (y) without further notice in the case of an Event of Default under Section 7.1(g) or, in the case of any other Event of Default that has occurred and is continuing, upon notice by the Agent to the Borrower of its Obligations hereunder, the Borrower shall be immediately obligated to reimburse the Issuer for the amount deemed to have been paid or disbursed by the Issuer. Any amount so payable by the Borrower shall be deposited by the Borrower in cash with the Agent and held as collateral security for the Obligations in connection with any Letter of Credit issued by the Issuer. The Borrower hereby grants to the Agent, for the benefit of the Issuer and the Lenders, a security interest in such cash collateral to secure all Obligations of the Borrower under this Agreement and the other Loan Documents. Amounts held in such cash collateral account shall be applied by the Agent to the payments of drafts drawn under any Letter of Credit, and the unused portion thereof after all Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations. After all Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been fully satisfied and all other Obligations shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower. The Borrower shall execute and deliver to the Agent, for the account of the Issuer, such further documents and instruments as the Agent may request to evidence the creation and perfection of the security interest in such cash collateral account. (f) The Borrower shall pay to the Agent for the pro rata account of the Issuer and the Lenders in respect of each Letter of Credit a fee in an amount equal to the Applicable Margin then in effect for Eurodollar Loans (calculated on the basis of the actual number of days elapsed over a 360-day year) multiplied by the Stated Amount of the Letter of Credit, such fee to be payable (i) on the date of issuance of such Letter of Credit (afor the period from the date of issuance to the earlier of the Expiry Date of such Letter of Credit and the immediately succeeding Interest Payment Date), (ii) becomes effective at least thirty thereafter, quarterly in arrears on each Interest Payment Date for each quarter prior to such Expiry Date. (30g) days before The Borrower agrees to pay to the termination Issuer, for its own account, for services rendered by the Issuer, a fee equal to 0.25% on the Stated Amount each Letter of Credit, payable on the date such Letter of Credit is issued. The Borrower shall also pay or expiration reimburse the Issuer for such normal and customary costs and expenses as are incurred or charged by the Issuer on issuing, effecting payment under, amending or otherwise administering any Letter of Credit. (h) The Reimbursement Obligations of the Borrower with respect to the Letter of Credit that it replaces; related thereto shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following: (bi) is in the required amount; (c) is on existence of any claim, set-off, defense or other right which the same terms and conditions as the Borrower may have at any time against any beneficiary, or any transferee, of such Letter of Credit it replaces(or any Persons for whom any such beneficiary or any such transferee may be acting), the Agent, the Issuer, any Lender or any other Person, whether in connection with this Agreement or the transactions contemplated herein, or any unrelated transaction; (dii) is issued by a bank having the same any statement or better credit rating as the bank that issued the any other document presented under such Letter of Credit it replaces and that is otherwise reasonably acceptable proving to Sublessor)be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (eiii) otherwise complies payment by the Issuer under such Letter of Credit against presentation of a draft or certificate which does not comply with the requirements terms of such Letter of Credit or any other circumstances or happening whatsoever, whether or not similar to any of the foregoing (provided, as to each of the foregoing, that such payment by the Issuer or such circumstance or happening does not constitute gross negligence or willful misconduct of the Issuer). (i) To the extent that any provisions of any application for the opening of a Letter of Credit is inconsistent with the provisions of this Section 19; and (f) provided that Sublessee first obtains 2.17, the prior written consent of Sublessor, which consent may be withheld provisions in Sublessor's sole discretionthis Section shall apply.