1017-00009 · Aurelius Global Media Group · Transaction Documents/Exhibits

exhibit-d-form-of-letter-of-credit.docx DOCUMENT Real Estate

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EXHIBIT D

FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT

Exhibit D to the Agreement of Lease dated July 13, 2023 between Greystone Metropolitan Realty LLC ("Landlord") and Aurelius Media Holdings Inc. ("Tenant") for premises located at 787 Seventh Avenue, Floors 34–38, New York, NY 10019

INTRODUCTORY NOTE

This Exhibit D sets forth the approved form of the irrevocable standby letter of credit required to be delivered by Tenant to Landlord pursuant to Article 36 (Security Deposit) of the Agreement of Lease dated as of July 13, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Lease"), by and between Greystone Metropolitan Realty LLC, a Delaware limited liability company, as Landlord, and Aurelius Media Holdings Inc., a Delaware corporation, as Tenant, for premises comprising the entirety of Floors 34 through 38 at the building known as 787 Seventh Avenue, New York, New York 10019 (the "Building").

The actual letter of credit issued by the issuing bank and delivered to Landlord shall be in substantially the form set forth below, with such changes as the issuing bank may reasonably require in accordance with its customary standby letter of credit practices and as are reasonably acceptable to Landlord. No change to this form shall be deemed reasonably acceptable to Landlord if such change would (a) reduce the drawing rights of the Beneficiary, (b) impose additional conditions or documentary requirements beyond those set forth herein, (c) alter the transferability provisions, (d) modify the evergreen or auto-renewal mechanisms in a manner adverse to the Beneficiary, or (e) change the governing rules from ISP98 to any other set of rules or practices.

The letter of credit shall be issued by a money-center commercial bank organized under the laws of the United States or any state thereof (or a United States branch of a foreign bank), which bank (i) maintains a branch or office in New York City at which draws may be presented, (ii) has combined capital and surplus of not less than Ten Billion United States Dollars (US$10,000,000,000), and (iii) has a long-term senior unsecured debt rating of not less than "A" from Standard & Poor's Ratings Services (a division of S&P Global Inc.) or "A2" from Moody's Investors Service, Inc., all as determined at the time of issuance and at the time of each renewal, and which bank is otherwise acceptable to Landlord in its reasonable discretion.

Capitalized terms used but not otherwise defined in this Exhibit D or in the form of letter of credit set forth below shall have the meanings ascribed to such terms in the Lease.

[FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT]

IRREVOCABLE STANDBY LETTER OF CREDIT HEADER

[Insert Date of Issuance]

Issuing Bank:

[Insert Full Legal Name of Issuing Bank] [Insert Street Address] [Insert City, State, Zip Code]

Attention: Standby Letter of Credit Department

Telephone: [Insert Telephone Number] Facsimile: [Insert Facsimile Number]

Email: [Insert Email Address]

Irrevocable Standby Letter of Credit No.: [Insert L/C Number]

Date of Issuance: [Insert Date]

Beneficiary:

[Insert Full Legal Name of Landlord] [Insert Street Address] [Insert City, State, Zip Code]

Attention: [Insert Contact Name and Title]

Applicant:

[Insert Full Legal Name of Tenant] [Insert Street Address] [Insert City, State, Zip Code]

Attention: [Insert Contact Name and Title]

Initial Stated Amount: [Insert Dollar Amount in Words] United States Dollars (US$[Insert Dollar Amount in Figures])

Expiration Date: [Insert Date — to be not earlier than sixty (60) days after the expiration of the Lease Term, subject to the evergreen auto-renewal provisions set forth in Section 6 below]

Section 1. Establishment and Issuance

We, [Insert Full Legal Name of Issuing Bank] (the "Issuing Bank"), hereby establish this Irrevocable Standby Letter of Credit No. [Insert L/C Number] (this "Letter of Credit") in favor of [Insert Full Legal Name of Landlord] (the "Beneficiary"), at the request and for the account of [Insert Full Legal Name of Tenant] (the "Applicant").

This Letter of Credit is available for drawing in an aggregate amount not to exceed [Insert Dollar Amount in Words] United States Dollars (US$[Insert Dollar Amount in Figures]) (the "Stated Amount"), as such Stated Amount may be reduced from time to time in accordance with Section 5 hereof.

This Letter of Credit is issued in connection with and to secure the Applicant's obligations under that certain Agreement of Lease dated as of July 13, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Lease"), by and between the Beneficiary, as landlord, and the Applicant, as tenant, for premises located at 787 Seventh Avenue, Floors 34 through 38, New York, New York 10019. Notwithstanding any reference herein to the Lease, this Letter of Credit is an independent obligation of the Issuing Bank and the rights of the Beneficiary hereunder are not conditioned upon or subject to the terms and conditions of the Lease.

Section 2. Drawing Provisions

The Beneficiary may draw upon this Letter of Credit, in whole or in part, from time to time, by presenting to the Issuing Bank at its office located at [Insert Full Street Address of the Issuing Bank's Branch or Office in New York City] (or at such other address as the Issuing Bank may designate by written notice to the Beneficiary) the following documents (collectively, the "Drawing Documents"):

(a) The original of this Letter of Credit (or, if the original has been lost, stolen, or destroyed, a photocopy of this Letter of Credit accompanied by a written indemnity in form and substance reasonably satisfactory to the Issuing Bank, executed by the Beneficiary, indemnifying the Issuing Bank against any loss, cost, or expense arising from the presentation of a photocopy in lieu of the original);

(b) The Beneficiary's signed and dated sight draft drawn on the Issuing Bank in the amount of the draw, in substantially the form of Annex A attached hereto (the "Sight Draft"); and

(c) A signed statement on the Beneficiary's letterhead, executed by an authorized representative of the Beneficiary, in substantially the form of Annex B attached hereto (the "Drawing Certificate"), certifying one or more of the following:

(i) That the Applicant is in default under the Lease beyond any applicable notice and cure period, and the amount drawn represents damages, losses, or other amounts owed to the Beneficiary arising from or in connection with such default; or

(ii) That this Letter of Credit will expire within thirty (30) days of the date of the Drawing Certificate and a replacement or renewal letter of credit in form and substance reasonably satisfactory to the Beneficiary, issued by a bank meeting the requirements of the Lease, has not been delivered to the Beneficiary at least thirty (30) days prior to the then-current expiration date of this Letter of Credit; or

(iii) That the Issuing Bank has provided written notice to the Beneficiary of its election not to renew or extend this Letter of Credit pursuant to Section 6 hereof, and a replacement letter of credit in form and substance reasonably satisfactory to the Beneficiary, issued by a bank meeting the requirements of the Lease, has not been delivered to the Beneficiary within thirty (30) days following the Beneficiary's receipt of such notice of non-renewal.

Partial draws shall be permitted. In the event of a partial draw, the undrawn balance of the Stated Amount shall remain available for subsequent draws until the expiration of this Letter of Credit. Multiple draws shall be permitted, and the Beneficiary may draw upon this Letter of Credit from time to time, without limitation as to the number of draws, up to the then-current Stated Amount.

In the event of a partial draw, the Issuing Bank shall endorse the amount of the draw and the remaining Stated Amount on the reverse side of the original Letter of Credit (or on an allonge attached thereto) and shall return the original Letter of Credit to the Beneficiary promptly following payment. Alternatively, if the Beneficiary so requests, the Issuing Bank shall issue a replacement letter of credit reflecting the reduced Stated Amount, at no additional cost to the Beneficiary.

Section 3. Payment Terms

The Issuing Bank shall honor any conforming drawing within three (3) business days following the date of presentation of Drawing Documents that conform on their face to the terms and conditions of this Letter of Credit. For purposes of this Letter of Credit, a "business day" means any day other than a Saturday, Sunday, or a day on which commercial banks in New York, New York are authorized or required by law to close.

Payment of each draw shall be made in immediately available United States dollar funds, by wire transfer to the account designated by the Beneficiary in the Drawing Certificate, or, if no wire transfer instructions are provided, by official bank check of the Issuing Bank payable to the order of the Beneficiary and delivered to the Beneficiary at the address set forth above (or at such other address as the Beneficiary may have specified in writing to the Issuing Bank). The Issuing Bank shall not deduct any fees, charges, or expenses from the amount of any draw.

The Issuing Bank's obligation to honor draws hereunder is independent of, and shall not be affected by, any dispute, claim, defense, set-off, counterclaim, or other right or obligation that may exist or arise between the Applicant and the Beneficiary, whether under the Lease or otherwise. The Issuing Bank shall have no duty or obligation to investigate, inquire into, or verify the accuracy or validity of any statement, representation, or certification contained in any Drawing Certificate or other Drawing Document presented by the Beneficiary.

Section 4. Stated Amount; Burn-Down Reductions

The initial Stated Amount of this Letter of Credit is [Insert Dollar Amount in Words] United States Dollars (US$[Insert Dollar Amount in Figures]).

The Stated Amount shall be automatically reduced (without the necessity of any formal amendment to this Letter of Credit), upon presentation by the Applicant to the Issuing Bank of a certificate (the "Reduction Certificate"), in substantially the form of Annex C attached hereto, signed by both the Applicant and the Beneficiary, confirming that (a) the Applicant has satisfied the conditions set forth in the Lease entitling the Applicant to a reduction in the Stated Amount, and (b) no uncured default by the Applicant exists under the Lease as of the effective date of the reduction.

The Stated Amount shall be subject to reduction in accordance with the following schedule (the "Burn-Down Schedule"), provided that the conditions described in the immediately preceding paragraph have been satisfied:

For avoidance of doubt, a reduction in the Stated Amount shall not be effected unless and until the Issuing Bank shall have received a duly executed Reduction Certificate from both the Applicant and the Beneficiary. The Issuing Bank shall have no duty to independently verify whether the conditions for any reduction have been satisfied and shall be entitled to rely conclusively on the Reduction Certificate.

If, after giving effect to all scheduled reductions, the Stated Amount is reduced to zero ($0.00), the Beneficiary shall promptly return the original Letter of Credit to the Issuing Bank for cancellation.

Alternatively, if the Lease provides that reductions are to be effected solely upon certification by the Beneficiary, then the foregoing paragraph shall be modified such that the Reduction Certificate need only be signed by the Beneficiary, confirming the Applicant's entitlement to the applicable reduction under the terms of the Lease and that no uncured default exists.

Section 5. Expiration Date; Evergreen Auto-Renewal

The initial expiration date of this Letter of Credit is [Insert Date — one year from the Date of Issuance, or as otherwise specified] (the "Initial Expiration Date").

Evergreen Clause. This Letter of Credit shall be deemed automatically extended, without amendment, for successive periods of one (1) year each from the Initial Expiration Date and from each subsequent expiration date (each, a "Renewal Period"), unless the Issuing Bank provides irrevocable written notice of non-renewal to the Beneficiary, by registered mail or internationally recognized overnight courier service, at the Beneficiary's address set forth above (or at such other address as the Beneficiary may have designated in writing to the Issuing Bank), not less than sixty (60) days prior to the then-current expiration date (each such notice, a "Non-Renewal Notice").

Notwithstanding any provision of this Letter of Credit to the contrary, the final expiration date of this Letter of Credit (including all Renewal Periods) shall in no event be earlier than the date that is sixty (60) days after the scheduled expiration of the Lease Term as set forth in the Lease (i.e., not earlier than [Insert Date that is sixty (60) days after expiration of the Lease Term]) (the "Final Expiration Date").

In the event the Issuing Bank delivers a Non-Renewal Notice to the Beneficiary, the Beneficiary shall be entitled to draw the full then-current Stated Amount of this Letter of Credit upon presentation to the Issuing Bank of the Drawing Documents specified in Section 2 above, including a Drawing Certificate certifying the basis for the draw under Section 2(c)(iii).

Section 6. Transferability

This Letter of Credit is transferable in its entirety (but not in part) to any transferee (the "Transferee") that is a successor landlord under the Lease or a successor-in-interest to the Beneficiary's interest in the Building located at 787 Seventh Avenue, New York, New York 10019, whether by sale, assignment, foreclosure, deed in lieu of foreclosure, or otherwise.

Transfer of this Letter of Credit shall be effected upon presentation to the Issuing Bank of the following documents:

(a) The original of this Letter of Credit;

(b) A transfer request duly executed by the Beneficiary, in substantially the form of Annex D attached hereto (or, at the Issuing Bank's option, the Issuing Bank's standard form of transfer request), together with a representation by the Beneficiary that the Transferee is a successor landlord under the Lease or a successor-in-interest to the Beneficiary's interest in the Building; and

(c) Payment of the Issuing Bank's customary transfer fee in effect at the time of such transfer (such fee to be borne by the Applicant, and the Beneficiary shall have no obligation to pay such fee or to effect the transfer until such fee has been paid; provided, however, that the Beneficiary shall promptly notify the Applicant of any requested transfer and the amount of the applicable transfer fee).

Upon receipt of the foregoing documents and payment of the applicable transfer fee, the Issuing Bank shall, within five (5) business days, issue an amended or replacement letter of credit in favor of the Transferee on substantially the same terms and conditions as this Letter of Credit, including, without limitation, the same Stated Amount (as then in effect), the same expiration date, the same Burn-Down Schedule (as then applicable), and the same evergreen auto-renewal provisions. The replacement letter of credit shall be delivered directly to the Transferee at the address specified in the transfer request.

Section 7. Amendments

This Letter of Credit may not be amended, modified, or revoked without the prior written consent of the Beneficiary. No modification, amendment, supplement, or waiver of any provision of this Letter of Credit shall be effective unless set forth in a written instrument signed by the Issuing Bank and the Beneficiary.

Notwithstanding the foregoing, any reduction in the Stated Amount effected in accordance with the Burn-Down Schedule set forth in Section 4 hereof, upon presentation of the required Reduction Certificate, shall not constitute an amendment of this Letter of Credit requiring the Beneficiary's consent, and no separate written consent of the Beneficiary shall be required in connection therewith (it being understood that the Beneficiary's execution of the Reduction Certificate shall itself constitute sufficient evidence of the Beneficiary's agreement to such reduction).

Section 8. Independence; No Defenses

This Letter of Credit constitutes an independent undertaking of the Issuing Bank, separate and apart from, and in no way contingent upon or related to, any contract, agreement, transaction, or obligation between the Applicant and the Beneficiary, including, without limitation, the Lease, or between the Issuing Bank and the Applicant. The Issuing Bank's obligations hereunder are documentary in nature and shall be performed strictly in accordance with the terms and conditions of this Letter of Credit.

The Issuing Bank's obligation to honor conforming draws under this Letter of Credit is absolute and unconditional and shall not be subject to, affected by, or conditioned upon any claim, defense, set-off, counterclaim, recoupment, or other right or obligation that the Applicant may have against the Beneficiary, or that the Issuing Bank may have against the Applicant, whether arising under the Lease, any reimbursement agreement, or otherwise.

The Issuing Bank shall not be required or obligated to investigate, inquire into, or verify the accuracy, validity, or genuineness of any statement, representation, certification, or document presented by the Beneficiary in connection with any draw hereunder. The Issuing Bank's sole obligation is to determine whether the Drawing Documents, on their face, conform to the terms and conditions of this Letter of Credit.

Section 9. Governing Rules; Applicable Law

This Letter of Credit is subject to the International Standby Practices 1998 (ISP98), International Chamber of Commerce Publication No. 590 (the "ISP98 Rules"). In the event of any conflict between the terms of this Letter of Credit and the ISP98 Rules, the terms of this Letter of Credit shall control.

To the extent not inconsistent with the ISP98 Rules, this Letter of Credit shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law. Any dispute arising out of or relating to this Letter of Credit shall be subject to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City of New York, State of New York, and each party hereto irrevocably submits to the jurisdiction of such courts.

Section 10. Communications and Notices

All communications, notices, draws, and other correspondence with respect to this Letter of Credit shall be addressed as follows:

If to the Issuing Bank:

[Insert Full Legal Name of Issuing Bank] [Insert Street Address] [Insert City, State, Zip Code]

Attention: [Insert Department / Contact Name]

Telephone: [Insert Telephone Number] Facsimile: [Insert Facsimile Number]

Email: [Insert Email Address]

If to the Beneficiary:

[Insert Full Legal Name of Landlord] [Insert Street Address] [Insert City, State, Zip Code]

Attention: [Insert Contact Name and Title]

Telephone: [Insert Telephone Number] Facsimile: [Insert Facsimile Number]

Email: [Insert Email Address]

If to the Applicant:

[Insert Full Legal Name of Tenant] [Insert Street Address] [Insert City, State, Zip Code]

Attention: [Insert Contact Name and Title]

Telephone: [Insert Telephone Number] Facsimile: [Insert Facsimile Number]

Email: [Insert Email Address]

Any party may change its address for purposes of this Section 10 by providing written notice to the other parties in accordance with the foregoing.

[ISSUING BANK SIGNATURE BLOCK]

[INSERT FULL LEGAL NAME OF ISSUING BANK]

By: ________

Name: [Insert Name]

Title: [Insert Title — Authorized Signatory]

Date: ________

By: ________

Name: [Insert Name]

Title: [Insert Title — Authorized Signatory]

Date: ________

[Affix Bank Seal or Authentication, if applicable]

ANNEX A TO EXHIBIT D

FORM OF SIGHT DRAFT

SIGHT DRAFT

Date: [Insert Date]

To:

[Insert Full Legal Name of Issuing Bank] [Insert Street Address] [Insert City, State, Zip Code]

Attention: Standby Letter of Credit Department

AT SIGHT, pay to the order of [Insert Full Legal Name of Beneficiary] the sum of [Insert Dollar Amount in Words] United States Dollars (US$[Insert Dollar Amount in Figures]).

Drawn under Irrevocable Standby Letter of Credit No. [Insert L/C Number], dated [Insert Date of Issuance], issued by [Insert Full Legal Name of Issuing Bank].

[INSERT FULL LEGAL NAME OF BENEFICIARY]

By: ________

Name: [Insert Name]

Title: [Insert Title — Authorized Representative]

ANNEX B TO EXHIBIT D

FORM OF DRAWING CERTIFICATE

DRAWING CERTIFICATE

Date: [Insert Date]

To:

[Insert Full Legal Name of Issuing Bank] [Insert Street Address] [Insert City, State, Zip Code]

Attention: Standby Letter of Credit Department

Re: Irrevocable Standby Letter of Credit No. [Insert L/C Number]

Ladies and Gentlemen:

The undersigned, a duly authorized representative of [Insert Full Legal Name of Beneficiary] (the "Beneficiary"), hereby certifies to [Insert Full Legal Name of Issuing Bank] (the "Issuing Bank"), with reference to Irrevocable Standby Letter of Credit No. [Insert L/C Number] dated [Insert Date of Issuance] (the "Letter of Credit"), issued by the Issuing Bank in favor of the Beneficiary for the account of [Insert Full Legal Name of Applicant] (the "Applicant"), as follows:

[Check or include only the applicable certification below:]

Certification A — Default Under the Lease. The Applicant is in default under the Agreement of Lease dated as of July 13, 2023, by and between the Beneficiary, as landlord, and the Applicant, as tenant (the "Lease"), which default has continued beyond all applicable notice and cure periods. The amount of the draw requested hereby, in the sum of [Insert Dollar Amount in Words] United States Dollars (US$[Insert Dollar Amount in Figures]), represents damages, losses, or other amounts owed to the Beneficiary arising from or in connection with such default.

— OR —

Certification B — Impending Expiration Without Replacement. The Letter of Credit will expire within thirty (30) days of the date hereof, and a replacement or renewal letter of credit in form and substance reasonably satisfactory to the Beneficiary, issued by a bank meeting the requirements of the Lease, has not been delivered to the Beneficiary at least thirty (30) days prior to the current expiration date of the Letter of Credit. The Beneficiary is accordingly entitled to draw the sum of [Insert Dollar Amount in Words] United States Dollars (US$[Insert Dollar Amount in Figures]).

— OR —

Certification C — Non-Renewal Notice Without Replacement. The Issuing Bank has provided written notice to the Beneficiary of its election not to renew or extend the Letter of Credit, and a replacement letter of credit in form and substance reasonably satisfactory to the Beneficiary, issued by a bank meeting the requirements of the Lease, has not been delivered to the Beneficiary within thirty (30) days following the Beneficiary's receipt of such non-renewal notice. The Beneficiary is accordingly entitled to draw the sum of [Insert Dollar Amount in Words] United States Dollars (US$[Insert Dollar Amount in Figures]).

Amount of Draw: [Insert Dollar Amount in Words] United States Dollars (US$[Insert Dollar Amount in Figures])

Wire Transfer Instructions:

Bank Name: [Insert Bank Name] ABA/Routing Number: [Insert ABA/Routing Number] Account Number: [Insert Account Number] Account Name: [Insert Account Name] Reference: [Insert Reference, if any]

Simultaneously herewith, we are presenting the original Letter of Credit [or a photocopy thereof, together with an indemnity in the form required by the Letter of Credit] and our Sight Draft in the amount of the draw.

[INSERT FULL LEGAL NAME OF BENEFICIARY]

By: ________

Name: [Insert Name]

Title: [Insert Title — Authorized Representative]

Date: ________

ANNEX C TO EXHIBIT D

FORM OF REDUCTION CERTIFICATE

REDUCTION CERTIFICATE

Date: [Insert Date]

To:

[Insert Full Legal Name of Issuing Bank] [Insert Street Address] [Insert City, State, Zip Code]

Attention: Standby Letter of Credit Department

Re: Irrevocable Standby Letter of Credit No. [Insert L/C Number]

Ladies and Gentlemen:

The undersigned, being the duly authorized representatives of [Insert Full Legal Name of Beneficiary] (the "Beneficiary") and [Insert Full Legal Name of Applicant] (the "Applicant"), respectively, hereby certify to [Insert Full Legal Name of Issuing Bank] (the "Issuing Bank"), with reference to Irrevocable Standby Letter of Credit No. [Insert L/C Number] dated [Insert Date of Issuance] (the "Letter of Credit"), issued by the Issuing Bank in favor of the Beneficiary for the account of the Applicant, as follows:

1. The conditions for reduction of the Stated Amount of the Letter of Credit have been satisfied in accordance with the terms and conditions of the Agreement of Lease dated as of July 13, 2023, by and between the Beneficiary, as landlord, and the Applicant, as tenant (the "Lease"), and the Burn-Down Schedule set forth in Section 4 of the Letter of Credit.

2. As of the date hereof, no uncured default by the Applicant exists under the Lease, and no event has occurred which, with the giving of notice or the passage of time, or both, would constitute a default by the Applicant under the Lease.

3. The Stated Amount of the Letter of Credit is hereby reduced, effective as of [Insert Effective Date of Reduction], from [Insert Current Stated Amount in Words] United States Dollars (US$[Insert Current Stated Amount in Figures]) to [Insert New Stated Amount in Words] United States Dollars (US$[Insert New Stated Amount in Figures]).

The Issuing Bank is hereby authorized and directed to note such reduction on the Letter of Credit or on an allonge attached thereto.

BENEFICIARY:

[INSERT FULL LEGAL NAME OF BENEFICIARY]

By: ________

Name: [Insert Name]

Title: [Insert Title — Authorized Representative]

Date: ________

APPLICANT:

[INSERT FULL LEGAL NAME OF APPLICANT]

By: ________

Name: [Insert Name]

Title: [Insert Title — Authorized Representative]

Date: ________

ANNEX D TO EXHIBIT D

FORM OF TRANSFER REQUEST

TRANSFER REQUEST

Date: [Insert Date]

To:

[Insert Full Legal Name of Issuing Bank] [Insert Street Address] [Insert City, State, Zip Code]

Attention: Standby Letter of Credit Department

Re: Irrevocable Standby Letter of Credit No. [Insert L/C Number]

Ladies and Gentlemen:

The undersigned, [Insert Full Legal Name of Beneficiary] (the "Beneficiary"), is the current beneficiary of Irrevocable Standby Letter of Credit No. [Insert L/C Number] dated [Insert Date of Issuance] (the "Letter of Credit"), issued by [Insert Full Legal Name of Issuing Bank] (the "Issuing Bank") for the account of [Insert Full Legal Name of Applicant] (the "Applicant"), in the current Stated Amount of [Insert Current Stated Amount in Words] United States Dollars (US$[Insert Current Stated Amount in Figures]).

Pursuant to Section 6 (Transferability) of the Letter of Credit, the Beneficiary hereby irrevocably requests that the Issuing Bank transfer the Letter of Credit in its entirety to the following transferee (the "Transferee"):

Transferee Name: [Insert Full Legal Name of Transferee] Transferee Address: [Insert Street Address] [Insert City, State, Zip Code] Attention: [Insert Contact Name and Title] Telephone: [Insert Telephone Number] Email: [Insert Email Address]

The Beneficiary hereby represents and warrants to the Issuing Bank that the Transferee is a successor landlord under the Agreement of Lease dated as of July 13, 2023 (as amended, the "Lease"), by and between the Beneficiary, as landlord, and the Applicant, as tenant, or a successor-in-interest to the Beneficiary's interest in the building known as 787 Seventh Avenue, New York, New York 10019 (the "Building").

The Beneficiary requests that the Issuing Bank issue an amended or replacement letter of credit in favor of the Transferee, on substantially the same terms and conditions as the Letter of Credit (including, without limitation, the same Stated Amount as then in effect, the same expiration date, the same Burn-Down Schedule, and the same evergreen auto-renewal provisions), and deliver such amended or replacement letter of credit directly to the Transferee at the address set forth above.

Enclosed herewith is the original Letter of Credit.

The transfer fee of the Issuing Bank in connection with this transfer shall be paid by the Applicant. The Beneficiary shall have no obligation to effect this transfer until such transfer fee has been paid.

[INSERT FULL LEGAL NAME OF BENEFICIARY]

By: ________

Name: [Insert Name]

Title: [Insert Title — Authorized Representative]

Date: ________

Enclosure: Original Letter of Credit No. [Insert L/C Number]

[END OF EXHIBIT D]

Reduction Date	Reduction Amount	Remaining Stated Amount
End of Lease Year 3	[Insert Amount]	[Insert Remaining Amount]
End of Lease Year 5	[Insert Amount]	[Insert Remaining Amount]
End of Lease Year 7	[Insert Amount]	[Insert Remaining Amount]
End of Lease Year 9	[Insert Amount]	[Insert Remaining Amount]
End of Lease Year 11	[Insert Amount]	[Insert Remaining Amount or $0]

EXHIBIT D
FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT
Exhibit D to the Agreement of Lease dated July 13, 2023 between Greystone Metropolitan Realty LLC ("Landlord") and Aurelius Media Holdings Inc. ("Tenant") for premises located at 787 Seventh Avenue, Floors 34–38, New York, NY 10019
INTRODUCTORY NOTE
This Exhibit D sets forth the approved form of the irrevocable standby letter of credit required to be delivered by Tenant to Landlord pursuant to Article 36 (Security Deposit) of the Agreement of Lease dated as of July 13, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Lease"), by and between Greystone Metropolitan Realty LLC, a Delaware limited liability company, as Landlord, and Aurelius Media Holdings Inc., a Delaware corporation, as Tenant, for premises comprising the entirety of Floors 34 through 38 at the building known as 787 Seventh Avenue, New York, New York 10019 (the "Building").
The actual letter of credit issued by the issuing bank and delivered to Landlord shall be in substantially the form set forth below, with such changes as the issuing bank may reasonably require in accordance with its customary standby letter of credit practices and as are reasonably acceptable to Landlord. No change to this form shall be deemed reasonably acceptable to Landlord if such change would (a) reduce the drawing rights of the Beneficiary, (b) impose additional conditions or documentary requirements beyond those set forth herein, (c) alter the transferability provisions, (d) modify the evergreen or auto-renewal mechanisms in a manner adverse to the Beneficiary, or (e) change the governing rules from ISP98 to any other set of rules or practices.
The letter of credit shall be issued by a money-center commercial bank organized under the laws of the United States or any state thereof (or a United States branch of a foreign bank), which bank (i) maintains a branch or office in New York City at which draws may be presented, (ii) has combined capital and surplus of not less than Ten Billion United States Dollars (US$10,000,000,000), and (iii) has a long-term senior unsecured debt rating of not less than "A" from Standard & Poor's Ratings Services (a division of S&P Global Inc.) or "A2" from Moody's Investors Service, Inc., all as determined at the time of issuance and at the time of each renewal, and which bank is otherwise acceptable to Landlord in its reasonable discretion.
Capitalized terms used but not otherwise defined in this Exhibit D or in the form of letter of credit set forth below shall have the meanings ascribed to such terms in the Lease.
[FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT]
IRREVOCABLE STANDBY LETTER OF CREDIT HEADER
[Insert Date of Issuance]
Issuing Bank:
[Insert Full Legal Name of Issuing Bank] [Insert Street Address] [Insert City, State, Zip Code]
Attention: Standby Letter of Credit Department
Telephone: [Insert Telephone Number] Facsimile: [Insert Facsimile Number]
Email: [Insert Email Address]
Irrevocable Standby Letter of Credit No.: [Insert L/C Number]
Date of Issuance: [Insert Date]
Beneficiary:
[Insert Full Legal Name of Landlord] [Insert Street Address] [Insert City, State, Zip Code]
Attention: [Insert Contact Name and Title]
Applicant:
[Insert Full Legal Name of Tenant] [Insert Street Address] [Insert City, State, Zip Code]
Attention: [Insert Contact Name and Title]
Initial Stated Amount: [Insert Dollar Amount in Words] United States Dollars (US$[Insert Dollar Amount in Figures])
Expiration Date: [Insert Date — to be not earlier than sixty (60) days after the expiration of the Lease Term, subject to the evergreen auto-renewal provisions set forth in Section 6 below]
Section 1. Establishment and Issuance
We, [Insert Full Legal Name of Issuing Bank] (the "Issuing Bank"), hereby establish this Irrevocable Standby Letter of Credit No. [Insert L/C Number] (this "Letter of Credit") in favor of [Insert Full Legal Name of Landlord] (the "Beneficiary"), at the request and for the account of [Insert Full Legal Name of Tenant] (the "Applicant").
This Letter of Credit is available for drawing in an aggregate amount not to exceed [Insert Dollar Amount in Words] United States Dollars (US$[Insert Dollar Amount in Figures]) (the "Stated Amount"), as such Stated Amount may be reduced from time to time in accordance with Section 5 hereof.
This Letter of Credit is issued in connection with and to secure the Applicant's obligations under that certain Agreement of Lease dated as of July 13, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Lease"), by and between the Beneficiary, as landlord, and the Applicant, as tenant, for premises located at 787 Seventh Avenue, Floors 34 through 38, New York, New York 10019. Notwithstanding any reference herein to the Lease, this Letter of Credit is an independent obligation of the Issuing Bank and the rights of the Beneficiary hereunder are not conditioned upon or subject to the terms and conditions of the Lease.
Section 2. Drawing Provisions
The Beneficiary may draw upon this Letter of Credit, in whole or in part, from time to time, by presenting to the Issuing Bank at its office located at [Insert Full Street Address of the Issuing Bank's Branch or Office in New York City] (or at such other address as the Issuing Bank may designate by written notice to the Beneficiary) the following documents (collectively, the "Drawing Documents"):
(a) The original of this Letter of Credit (or, if the original has been lost, stolen, or destroyed, a photocopy of this Letter of Credit accompanied by a written indemnity in form and substance reasonably satisfactory to the Issuing Bank, executed by the Beneficiary, indemnifying the Issuing Bank against any loss, cost, or expense arising from the presentation of a photocopy in lieu of the original);
(b) The Beneficiary's signed and dated sight draft drawn on the Issuing Bank in the amount of the draw, in substantially the form of Annex A attached hereto (the "Sight Draft"); and
(c) A signed statement on the Beneficiary's letterhead, executed by an authorized representative of the Beneficiary, in substantially the form of Annex B attached hereto (the "Drawing Certificate"), certifying one or more of the following:
(i) That the Applicant is in default under the Lease beyond any applicable notice and cure period, and the amount drawn represents damages, losses, or other amounts owed to the Beneficiary arising from or in connection with such default; or
(ii) That this Letter of Credit will expire within thirty (30) days of the date of the Drawing Certificate and a replacement or renewal letter of credit in form and substance reasonably satisfactory to the Beneficiary, issued by a bank meeting the requirements of the Lease, has not been delivered to the Beneficiary at least thirty (30) days prior to the then-current expiration date of this Letter of Credit; or
(iii) That the Issuing Bank has provided written notice to the Beneficiary of its election not to renew or extend this Letter of Credit pursuant to Section 6 hereof, and a replacement letter of credit in form and substance reasonably satisfactory to the Beneficiary, issued by a bank meeting the requirements of the Lease, has not been delivered to the Beneficiary within thirty (30) days following the Beneficiary's receipt of such notice of non-renewal.
Partial draws shall be permitted. In the event of a partial draw, the undrawn balance of the Stated Amount shall remain available for subsequent draws until the expiration of this Letter of Credit. Multiple draws shall be permitted, and the Beneficiary may draw upon this Letter of Credit from time to time, without limitation as to the number of draws, up to the then-current Stated Amount.
In the event of a partial draw, the Issuing Bank shall endorse the amount of the draw and the remaining Stated Amount on the reverse side of the original Letter of Credit (or on an allonge attached thereto) and shall return the original Letter of Credit to the Beneficiary promptly following payment. Alternatively, if the Beneficiary so requests, the Issuing Bank shall issue a replacement letter of credit reflecting the reduced Stated Amount, at no additional cost to the Beneficiary.
Section 3. Payment Terms
The Issuing Bank shall honor any conforming drawing within three (3) business days following the date of presentation of Drawing Documents that conform on their face to the terms and conditions of this Letter of Credit. For purposes of this Letter of Credit, a "business day" means any day other than a Saturday, Sunday, or a day on which commercial banks in New York, New York are authorized or required by law to close.
Payment of each draw shall be made in immediately available United States dollar funds, by wire transfer to the account designated by the Beneficiary in the Drawing Certificate, or, if no wire transfer instructions are provided, by official bank check of the Issuing Bank payable to the order of the Beneficiary and delivered to the Beneficiary at the address set forth above (or at such other address as the Beneficiary may have specified in writing to the Issuing Bank). The Issuing Bank shall not deduct any fees, charges, or expenses from the amount of any draw.
The Issuing Bank's obligation to honor draws hereunder is independent of, and shall not be affected by, any dispute, claim, defense, set-off, counterclaim, or other right or obligation that may exist or arise between the Applicant and the Beneficiary, whether under the Lease or otherwise. The Issuing Bank shall have no duty or obligation to investigate, inquire into, or verify the accuracy or validity of any statement, representation, or certification contained in any Drawing Certificate or other Drawing Document presented by the Beneficiary.
Section 4. Stated Amount; Burn-Down Reductions
The initial Stated Amount of this Letter of Credit is [Insert Dollar Amount in Words] United States Dollars (US$[Insert Dollar Amount in Figures]).
The Stated Amount shall be automatically reduced (without the necessity of any formal amendment to this Letter of Credit), upon presentation by the Applicant to the Issuing Bank of a certificate (the "Reduction Certificate"), in substantially the form of Annex C attached hereto, signed by both the Applicant and the Beneficiary, confirming that (a) the Applicant has satisfied the conditions set forth in the Lease entitling the Applicant to a reduction in the Stated Amount, and (b) no uncured default by the Applicant exists under the Lease as of the effective date of the reduction.
The Stated Amount shall be subject to reduction in accordance with the following schedule (the "Burn-Down Schedule"), provided that the conditions described in the immediately preceding paragraph have been satisfied:
For avoidance of doubt, a reduction in the Stated Amount shall not be effected unless and until the Issuing Bank shall have received a duly executed Reduction Certificate from both the Applicant and the Beneficiary. The Issuing Bank shall have no duty to independently verify whether the conditions for any reduction have been satisfied and shall be entitled to rely conclusively on the Reduction Certificate.
If, after giving effect to all scheduled reductions, the Stated Amount is reduced to zero ($0.00), the Beneficiary shall promptly return the original Letter of Credit to the Issuing Bank for cancellation.
Alternatively, if the Lease provides that reductions are to be effected solely upon certification by the Beneficiary, then the foregoing paragraph shall be modified such that the Reduction Certificate need only be signed by the Beneficiary, confirming the Applicant's entitlement to the applicable reduction under the terms of the Lease and that no uncured default exists.
Section 5. Expiration Date; Evergreen Auto-Renewal
The initial expiration date of this Letter of Credit is [Insert Date — one year from the Date of Issuance, or as otherwise specified] (the "Initial Expiration Date").
Evergreen Clause. This Letter of Credit shall be deemed automatically extended, without amendment, for successive periods of one (1) year each from the Initial Expiration Date and from each subsequent expiration date (each, a "Renewal Period"), unless the Issuing Bank provides irrevocable written notice of non-renewal to the Beneficiary, by registered mail or internationally recognized overnight courier service, at the Beneficiary's address set forth above (or at such other address as the Beneficiary may have designated in writing to the Issuing Bank), not less than sixty (60) days prior to the then-current expiration date (each such notice, a "Non-Renewal Notice").
Notwithstanding any provision of this Letter of Credit to the contrary, the final expiration date of this Letter of Credit (including all Renewal Periods) shall in no event be earlier than the date that is sixty (60) days after the scheduled expiration of the Lease Term as set forth in the Lease (i.e., not earlier than [Insert Date that is sixty (60) days after expiration of the Lease Term]) (the "Final Expiration Date").
In the event the Issuing Bank delivers a Non-Renewal Notice to the Beneficiary, the Beneficiary shall be entitled to draw the full then-current Stated Amount of this Letter of Credit upon presentation to the Issuing Bank of the Drawing Documents specified in Section 2 above, including a Drawing Certificate certifying the basis for the draw under Section 2(c)(iii).
Section 6. Transferability
This Letter of Credit is transferable in its entirety (but not in part) to any transferee (the "Transferee") that is a successor landlord under the Lease or a successor-in-interest to the Beneficiary's interest in the Building located at 787 Seventh Avenue, New York, New York 10019, whether by sale, assignment, foreclosure, deed in lieu of foreclosure, or otherwise.
Transfer of this Letter of Credit shall be effected upon presentation to the Issuing Bank of the following documents:
(a) The original of this Letter of Credit;
(b) A transfer request duly executed by the Beneficiary, in substantially the form of Annex D attached hereto (or, at the Issuing Bank's option, the Issuing Bank's standard form of transfer request), together with a representation by the Beneficiary that the Transferee is a successor landlord under the Lease or a successor-in-interest to the Beneficiary's interest in the Building; and
(c) Payment of the Issuing Bank's customary transfer fee in effect at the time of such transfer (such fee to be borne by the Applicant, and the Beneficiary shall have no obligation to pay such fee or to effect the transfer until such fee has been paid; provided, however, that the Beneficiary shall promptly notify the Applicant of any requested transfer and the amount of the applicable transfer fee).
Upon receipt of the foregoing documents and payment of the applicable transfer fee, the Issuing Bank shall, within five (5) business days, issue an amended or replacement letter of credit in favor of the Transferee on substantially the same terms and conditions as this Letter of Credit, including, without limitation, the same Stated Amount (as then in effect), the same expiration date, the same Burn-Down Schedule (as then applicable), and the same evergreen auto-renewal provisions. The replacement letter of credit shall be delivered directly to the Transferee at the address specified in the transfer request.
Section 7. Amendments
This Letter of Credit may not be amended, modified, or revoked without the prior written consent of the Beneficiary. No modification, amendment, supplement, or waiver of any provision of this Letter of Credit shall be effective unless set forth in a written instrument signed by the Issuing Bank and the Beneficiary.
Notwithstanding the foregoing, any reduction in the Stated Amount effected in accordance with the Burn-Down Schedule set forth in Section 4 hereof, upon presentation of the required Reduction Certificate, shall not constitute an amendment of this Letter of Credit requiring the Beneficiary's consent, and no separate written consent of the Beneficiary shall be required in connection therewith (it being understood that the Beneficiary's execution of the Reduction Certificate shall itself constitute sufficient evidence of the Beneficiary's agreement to such reduction).
Section 8. Independence; No Defenses
This Letter of Credit constitutes an independent undertaking of the Issuing Bank, separate and apart from, and in no way contingent upon or related to, any contract, agreement, transaction, or obligation between the Applicant and the Beneficiary, including, without limitation, the Lease, or between the Issuing Bank and the Applicant. The Issuing Bank's obligations hereunder are documentary in nature and shall be performed strictly in accordance with the terms and conditions of this Letter of Credit.
The Issuing Bank's obligation to honor conforming draws under this Letter of Credit is absolute and unconditional and shall not be subject to, affected by, or conditioned upon any claim, defense, set-off, counterclaim, recoupment, or other right or obligation that the Applicant may have against the Beneficiary, or that the Issuing Bank may have against the Applicant, whether arising under the Lease, any reimbursement agreement, or otherwise.
The Issuing Bank shall not be required or obligated to investigate, inquire into, or verify the accuracy, validity, or genuineness of any statement, representation, certification, or document presented by the Beneficiary in connection with any draw hereunder. The Issuing Bank's sole obligation is to determine whether the Drawing Documents, on their face, conform to the terms and conditions of this Letter of Credit.
Section 9. Governing Rules; Applicable Law
This Letter of Credit is subject to the International Standby Practices 1998 (ISP98), International Chamber of Commerce Publication No. 590 (the "ISP98 Rules"). In the event of any conflict between the terms of this Letter of Credit and the ISP98 Rules, the terms of this Letter of Credit shall control.
To the extent not inconsistent with the ISP98 Rules, this Letter of Credit shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law. Any dispute arising out of or relating to this Letter of Credit shall be subject to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City of New York, State of New York, and each party hereto irrevocably submits to the jurisdiction of such courts.
Section 10. Communications and Notices
All communications, notices, draws, and other correspondence with respect to this Letter of Credit shall be addressed as follows:
If to the Issuing Bank:
[Insert Full Legal Name of Issuing Bank] [Insert Street Address] [Insert City, State, Zip Code]
Attention: [Insert Department / Contact Name]
Telephone: [Insert Telephone Number] Facsimile: [Insert Facsimile Number]
Email: [Insert Email Address]
If to the Beneficiary:
[Insert Full Legal Name of Landlord] [Insert Street Address] [Insert City, State, Zip Code]
Attention: [Insert Contact Name and Title]
Telephone: [Insert Telephone Number] Facsimile: [Insert Facsimile Number]
Email: [Insert Email Address]
If to the Applicant:
[Insert Full Legal Name of Tenant] [Insert Street Address] [Insert City, State, Zip Code]
Attention: [Insert Contact Name and Title]
Telephone: [Insert Telephone Number] Facsimile: [Insert Facsimile Number]
Email: [Insert Email Address]
Any party may change its address for purposes of this Section 10 by providing written notice to the other parties in accordance with the foregoing.
[ISSUING BANK SIGNATURE BLOCK]
[INSERT FULL LEGAL NAME OF ISSUING BANK]
By: ________
Name: [Insert Name]
Title: [Insert Title — Authorized Signatory]
Date: ________
By: ________
Name: [Insert Name]
Title: [Insert Title — Authorized Signatory]
Date: ________
[Affix Bank Seal or Authentication, if applicable]
ANNEX A TO EXHIBIT D
FORM OF SIGHT DRAFT
SIGHT DRAFT
Date: [Insert Date]
To:
[Insert Full Legal Name of Issuing Bank] [Insert Street Address] [Insert City, State, Zip Code]
Attention: Standby Letter of Credit Department
AT SIGHT, pay to the order of [Insert Full Legal Name of Beneficiary] the sum of [Insert Dollar Amount in Words] United States Dollars (US$[Insert Dollar Amount in Figures]).
Drawn under Irrevocable Standby Letter of Credit No. [Insert L/C Number], dated [Insert Date of Issuance], issued by [Insert Full Legal Name of Issuing Bank].
[INSERT FULL LEGAL NAME OF BENEFICIARY]
By: ________
Name: [Insert Name]
Title: [Insert Title — Authorized Representative]
ANNEX B TO EXHIBIT D
FORM OF DRAWING CERTIFICATE
DRAWING CERTIFICATE
Date: [Insert Date]
To:
[Insert Full Legal Name of Issuing Bank] [Insert Street Address] [Insert City, State, Zip Code]
Attention: Standby Letter of Credit Department
Re: Irrevocable Standby Letter of Credit No. [Insert L/C Number]
Ladies and Gentlemen:
The undersigned, a duly authorized representative of [Insert Full Legal Name of Beneficiary] (the "Beneficiary"), hereby certifies to [Insert Full Legal Name of Issuing Bank] (the "Issuing Bank"), with reference to Irrevocable Standby Letter of Credit No. [Insert L/C Number] dated [Insert Date of Issuance] (the "Letter of Credit"), issued by the Issuing Bank in favor of the Beneficiary for the account of [Insert Full Legal Name of Applicant] (the "Applicant"), as follows:
[Check or include only the applicable certification below:]
Certification A — Default Under the Lease. The Applicant is in default under the Agreement of Lease dated as of July 13, 2023, by and between the Beneficiary, as landlord, and the Applicant, as tenant (the "Lease"), which default has continued beyond all applicable notice and cure periods. The amount of the draw requested hereby, in the sum of [Insert Dollar Amount in Words] United States Dollars (US$[Insert Dollar Amount in Figures]), represents damages, losses, or other amounts owed to the Beneficiary arising from or in connection with such default.
— OR —
Certification B — Impending Expiration Without Replacement. The Letter of Credit will expire within thirty (30) days of the date hereof, and a replacement or renewal letter of credit in form and substance reasonably satisfactory to the Beneficiary, issued by a bank meeting the requirements of the Lease, has not been delivered to the Beneficiary at least thirty (30) days prior to the current expiration date of the Letter of Credit. The Beneficiary is accordingly entitled to draw the sum of [Insert Dollar Amount in Words] United States Dollars (US$[Insert Dollar Amount in Figures]).
— OR —
Certification C — Non-Renewal Notice Without Replacement. The Issuing Bank has provided written notice to the Beneficiary of its election not to renew or extend the Letter of Credit, and a replacement letter of credit in form and substance reasonably satisfactory to the Beneficiary, issued by a bank meeting the requirements of the Lease, has not been delivered to the Beneficiary within thirty (30) days following the Beneficiary's receipt of such non-renewal notice. The Beneficiary is accordingly entitled to draw the sum of [Insert Dollar Amount in Words] United States Dollars (US$[Insert Dollar Amount in Figures]).
Amount of Draw: [Insert Dollar Amount in Words] United States Dollars (US$[Insert Dollar Amount in Figures])
Wire Transfer Instructions:
Bank Name: [Insert Bank Name] ABA/Routing Number: [Insert ABA/Routing Number] Account Number: [Insert Account Number] Account Name: [Insert Account Name] Reference: [Insert Reference, if any]
Simultaneously herewith, we are presenting the original Letter of Credit [or a photocopy thereof, together with an indemnity in the form required by the Letter of Credit] and our Sight Draft in the amount of the draw.
[INSERT FULL LEGAL NAME OF BENEFICIARY]
By: ________
Name: [Insert Name]
Title: [Insert Title — Authorized Representative]
Date: ________
ANNEX C TO EXHIBIT D
FORM OF REDUCTION CERTIFICATE
REDUCTION CERTIFICATE
Date: [Insert Date]
To:
[Insert Full Legal Name of Issuing Bank] [Insert Street Address] [Insert City, State, Zip Code]
Attention: Standby Letter of Credit Department
Re: Irrevocable Standby Letter of Credit No. [Insert L/C Number]
Ladies and Gentlemen:
The undersigned, being the duly authorized representatives of [Insert Full Legal Name of Beneficiary] (the "Beneficiary") and [Insert Full Legal Name of Applicant] (the "Applicant"), respectively, hereby certify to [Insert Full Legal Name of Issuing Bank] (the "Issuing Bank"), with reference to Irrevocable Standby Letter of Credit No. [Insert L/C Number] dated [Insert Date of Issuance] (the "Letter of Credit"), issued by the Issuing Bank in favor of the Beneficiary for the account of the Applicant, as follows:
1.  The conditions for reduction of the Stated Amount of the Letter of Credit have been satisfied in accordance with the terms and conditions of the Agreement of Lease dated as of July 13, 2023, by and between the Beneficiary, as landlord, and the Applicant, as tenant (the "Lease"), and the Burn-Down Schedule set forth in Section 4 of the Letter of Credit.
2.  As of the date hereof, no uncured default by the Applicant exists under the Lease, and no event has occurred which, with the giving of notice or the passage of time, or both, would constitute a default by the Applicant under the Lease.
3.  The Stated Amount of the Letter of Credit is hereby reduced, effective as of [Insert Effective Date of Reduction], from [Insert Current Stated Amount in Words] United States Dollars (US$[Insert Current Stated Amount in Figures]) to [Insert New Stated Amount in Words] United States Dollars (US$[Insert New Stated Amount in Figures]).
The Issuing Bank is hereby authorized and directed to note such reduction on the Letter of Credit or on an allonge attached thereto.
BENEFICIARY:
[INSERT FULL LEGAL NAME OF BENEFICIARY]
By: ________
Name: [Insert Name]
Title: [Insert Title — Authorized Representative]
Date: ________
APPLICANT:
[INSERT FULL LEGAL NAME OF APPLICANT]
By: ________
Name: [Insert Name]
Title: [Insert Title — Authorized Representative]
Date: ________
ANNEX D TO EXHIBIT D
FORM OF TRANSFER REQUEST
TRANSFER REQUEST
Date: [Insert Date]
To:
[Insert Full Legal Name of Issuing Bank] [Insert Street Address] [Insert City, State, Zip Code]
Attention: Standby Letter of Credit Department
Re: Irrevocable Standby Letter of Credit No. [Insert L/C Number]
Ladies and Gentlemen:
The undersigned, [Insert Full Legal Name of Beneficiary] (the "Beneficiary"), is the current beneficiary of Irrevocable Standby Letter of Credit No. [Insert L/C Number] dated [Insert Date of Issuance] (the "Letter of Credit"), issued by [Insert Full Legal Name of Issuing Bank] (the "Issuing Bank") for the account of [Insert Full Legal Name of Applicant] (the "Applicant"), in the current Stated Amount of [Insert Current Stated Amount in Words] United States Dollars (US$[Insert Current Stated Amount in Figures]).
Pursuant to Section 6 (Transferability) of the Letter of Credit, the Beneficiary hereby irrevocably requests that the Issuing Bank transfer the Letter of Credit in its entirety to the following transferee (the "Transferee"):
Transferee Name: [Insert Full Legal Name of Transferee] Transferee Address: [Insert Street Address] [Insert City, State, Zip Code] Attention: [Insert Contact Name and Title] Telephone: [Insert Telephone Number] Email: [Insert Email Address]
The Beneficiary hereby represents and warrants to the Issuing Bank that the Transferee is a successor landlord under the Agreement of Lease dated as of July 13, 2023 (as amended, the "Lease"), by and between the Beneficiary, as landlord, and the Applicant, as tenant, or a successor-in-interest to the Beneficiary's interest in the building known as 787 Seventh Avenue, New York, New York 10019 (the "Building").
The Beneficiary requests that the Issuing Bank issue an amended or replacement letter of credit in favor of the Transferee, on substantially the same terms and conditions as the Letter of Credit (including, without limitation, the same Stated Amount as then in effect, the same expiration date, the same Burn-Down Schedule, and the same evergreen auto-renewal provisions), and deliver such amended or replacement letter of credit directly to the Transferee at the address set forth above.
Enclosed herewith is the original Letter of Credit.
The transfer fee of the Issuing Bank in connection with this transfer shall be paid by the Applicant. The Beneficiary shall have no obligation to effect this transfer until such transfer fee has been paid.
[INSERT FULL LEGAL NAME OF BENEFICIARY]
By: ________
Name: [Insert Name]
Title: [Insert Title — Authorized Representative]
Date: ________
Enclosure: Original Letter of Credit No. [Insert L/C Number]
[END OF EXHIBIT D]
Reduction Date | Reduction Amount | Remaining Stated Amount
End of Lease Year 3 | [Insert Amount] | [Insert Remaining Amount]
End of Lease Year 5 | [Insert Amount] | [Insert Remaining Amount]
End of Lease Year 7 | [Insert Amount] | [Insert Remaining Amount]
End of Lease Year 9 | [Insert Amount] | [Insert Remaining Amount]
End of Lease Year 11 | [Insert Amount] | [Insert Remaining Amount or $0]

EXHIBIT D

FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT

INTRODUCTORY NOTE

IRREVOCABLE STANDBY LETTER OF CREDIT HEADER

ANNEX A TO EXHIBIT D

FORM OF SIGHT DRAFT

SIGHT DRAFT

ANNEX B TO EXHIBIT D

FORM OF DRAWING CERTIFICATE

DRAWING CERTIFICATE

ANNEX C TO EXHIBIT D

FORM OF REDUCTION CERTIFICATE

REDUCTION CERTIFICATE

BENEFICIARY:

APPLICANT:

ANNEX D TO EXHIBIT D

FORM OF TRANSFER REQUEST

TRANSFER REQUEST

Record

Parties

Dates

Amounts