Republic Plaza Properties Partnership, PFI Republic Limited, Inc., Tax Matters Partner - Page 34

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                    Lessor has collaterally assigned its rights in the                
               Letter of Credit * * * under this Section 53 to Cana-                  
               dian Imperial Bank of Commerce and in accordance with                  
               such collateral assignment, Lessor hereby directs                      
               Lessee:  to deliver the initial Letter of Credit and                   
               any extension thereof or replacement therefor directly                 
               to Canadian Imperial Bank of Commerce to be held as                    
               collateral by such Bank on Lessor's behalf with a copy                 
               thereof to Lessor.                                                     
               Respondent alleges that specific provisions of the lease               
          agreement required BCE to deliver to Partnership the Partnership            
          letter of credit that was effective on June 15, 1988.  It is the            
          purchase agreement, and not the lease agreement, that required              
          BCE to deliver that letter of credit to Partnership, although the           
          lease agreement contemplated that such letter of credit had been            
          delivered.20                                                                
               As required by TIAA, the purchase agreement required that,             
          as of the closing of that agreement, (1) Partnership deliver to             


          20  As a further illustration of certain inaccurate factual                 
          allegations made by respondent in advancing her position with               
          respect to the Partnership letter of credit, we note that,                  
          contrary to respondent's assertion that "the time period covered            
          by the [Partnership] letter of credit equates to the 11.5-month             
          rent holiday claimed by the petitioner", the initial Partnership            
          letter of credit was issued effective June 15, 1988, and had an             
          expiry date of Mar. 1, 1989.  Even if that letter of credit had             
          had the expiry date of June 30, 1989, that was recited in the               
          lease agreement quoted above, the period covered by it would not,           
          contrary to respondent's assertion, "equate * * * to the 11.5-              
          month rent holiday claimed by the petitioner", since that period            
          of zero rent began on June 17, 1988, and ended on May 31, 1989.             
          We also note that, contrary to certain recitations in the lease             
          agreement quoted above, the Partnership letter of credit that was           
          in fact delivered to Partnership and assigned to CIBC, as re-               
          quired by the purchase agreement, was issued only by CIBC, and              
          not by CIBC and Citicorp Real Estate, Inc.                                  




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