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TIAA the TIAA letter of credit for the benefit of TIAA in order
to secure payment of Partnership's obligations under the TIAA
term loan, (2) BCE deliver to Partnership the Partnership letter
of credit for the benefit of Partnership in order "to secure the
Partnership's obligations under the TIAA Letter of Credit", and
(3) Partnership collaterally assign the Partnership letter of
credit to CIBC. Although the lease agreement recited that the
Partnership letter of credit that BCE delivered to Partnership,
as required by the purchase agreement, was to serve as security
for BCE's obligations under the lease agreement, including its
obligation to pay rent, the purchase agreement is the operative
document that obligated BCE to deliver the Partnership letter of
credit to Partnership and that obligated Partnership to assign
collaterally the Partnership letter of credit to CIBC.21
21 Under the lease agreement, BCE was required to extend the
Partnership letter of credit periodically through a date not to
exceed 60 days after Apr. 30, 1991. Thus, the Partnership letter
of credit related to certain annual lease periods following the
11.5-month period of zero rent. We believe that when the lease
agreement recited that the Partnership letter of credit was
delivered as security for the payment of basic rent, it was
referring to the annual lease periods following the 11.5-month
period of zero rent that ended no later than June 30, 1991,
during which the lease agreement obligated BCE to pay monthly
prescribed amounts of basic rent, and not to the first 11.5
months of the lease term during which BCE was not obligated by
that agreement to pay any rent. We also note that, during the
11.5-month period of zero rent, the TIAA letter of credit and the
Partnership letter of credit, both of which were effective on
June 15, 1988, were intended to secure the obligation of BCE
and/or of PFI, the partners of Partnership, to make additional
capital contributions to Partnership during that period as
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