Common use of Form of Letter of Credit Clause in Contracts

Form of Letter of Credit. Concurrent with the execution of this Lease, ------------------------ Tenant shall deliver to Landlord an irrevocable, unconditional standby letter of credit in the original face amount of Six Hundred Twenty-Five Thousand Dollars ($625,000) in the form attached hereto as Exhibit C (the "Letter of Credit") to --------- secure the full and faithful performance of each and every term and provision of this Lease to be performed by Tenant as set forth in Section 4.1 above. The Letter of Credit shall be issued by a bank or financial institution ("Issuing Bank") which is acceptable to Landlord and which accepts deposits, maintains accounts, is FDIC insured and has a local Mountain View or San Francisco office which will negotiate the Letter of Credit. The Letter of Credit shall permit full or partial draws by Landlord or Landlord's assignee. Tenant shall pay all expenses, points or fees incurred by Tenant in obtaining, maintaining and renewing the Letter of Credit. As provided in Section 4.1 above, Tenant shall cause the Letter of Credit to remain in full force and effect during the entire term of this Lease and for a period of sixty (60) days following the expiration or earlier termination of this Lease (except in the case of termination of this Lease solely by reason of Landlord's material default hereunder). Provided this Lease has not expired or terminated, Tenant shall replace or renew the Letter of Credit from time to time at least thirty (30) days before its stated expiration date. Failure to so replace or renew the Letter of Credit shall constitute a default hereunder and Landlord shall thereafter be entitled to draw the full amount of the Letter of Credit and hold it as a cash security deposit. The terms of the Letter of Credit shall expressly provide that the Letter of Credit is assignable by Landlord, as beneficiary thereunder, to any transferee or assignee of Landlord's interest in the Premises who expressly assumes in writing Landlord's obligations under this Lease.

Form of Letter of Credit. Concurrent with Letter of Credit Amount. Tenant shall, within two (2) weeks following Tenant's execution and delivery of this Lease (the execution "Letter of Credit Delivery Date"), deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer as a result of any breach or default by Tenant under this Lease, ------------------------ Tenant shall deliver to Landlord an irrevocable, irrevocable and unconditional negotiable standby letter of credit in (the original face amount "Letter of Six Hundred Twenty-Five Thousand Dollars ($625,000) Credit"), in the form attached hereto as Exhibit C H and containing the terms required herein, payable in the City of Los Angeles, California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of A or higher (by Standard Poor's) or a long term rating of A2 or higher (by Xxxxx'x), under the supervision of the Superintendent of Banks of the State of California, or a national banking association, in the amount of $407,566.00 (the "Letter of CreditCredit Amount") ). In no event shall Landlord be obligated to --------- secure disburse any portion of the full and faithful performance Tenant Improvement Allowance until Landlord has received the Letter of each and every term and provision Credit in compliance with the terms of this Lease to be performed by Tenant as set forth in Section 4.1 aboveArticle 27. The Letter of Credit shall (i) be issued by a bank "callable" at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or financial institution extension, for the period from the Commencement Date and continuing until the date (the "Issuing BankLC Expiration Date") which that is acceptable to Landlord one hundred twenty (120) days after the expiration of the Term (as the same may be extended), and which accepts deposits, maintains accounts, is FDIC insured and has Tenant shall deliver a local Mountain View or San Francisco office which will negotiate the Letter of Credit. The new Letter of Credit shall permit full or partial draws by certificate of renewal or extension to Landlord or Landlord's assignee. Tenant shall pay all expenses, points or fees incurred by Tenant in obtaining, maintaining and renewing at least ninety (90) days prior to the Letter expiration of Credit. As provided in Section 4.1 above, Tenant shall cause the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to remain in full force and effect during the entire term International Standby Practices 1998, International Chamber of Commerce Publication No. 590. If Tenant exercises its option to extend the Term pursuant to Section 2.5 of this Lease and for a period of sixty then, not later than ninety (6090) days following prior to the expiration or earlier termination commencement of this Lease (except in the case of termination of this Lease solely by reason of Landlord's material default hereunder). Provided this Lease has not expired or terminatedRenewal Term, Tenant shall replace deliver to Landlord a new Letter of Credit or renew certificate of renewal or extension evidencing the LC Expiration Date as one hundred twenty (120) days after the expiration of the Renewal Term. The form and terms of the Letter of Credit from time and the bank issuing the same (the "Bank") shall be acceptable to time at least thirty (30) days before Landlord, in Landlord's sole discretion. Landlord, or its stated expiration date. Failure to so replace or renew then managing agent, shall have the Letter of Credit shall constitute a default hereunder and Landlord shall thereafter be entitled right to draw down an amount up to the full face amount of the Letter of Credit and hold it as a cash security deposit. The terms if any of the Letter following shall have occurred or be applicable: (1) such amount is due to Landlord under the terms and conditions of Credit shall expressly provide this Lease, or (2) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectively, "Bankruptcy Code"), or (3) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (4) the Bank has notified Landlord that the Letter of Credit is assignable will not be renewed or extended through the LC Expiration Date or (5) the long term rating of the Bank has been downgraded to BBB or lower (by Standard & Poor's) or Baa2 or lower (by Xxxxx'x) and Tenant has failed to deliver a new Letter of Credit from a bank with a long term rating of A or higher (by Standard & Poor's) or A2 or higher (by Xxxxx'x) and otherwise meeting the requirements set forth in this Article 27 within thirty (30) days following notice from Landlord, as beneficiary thereunder, to any transferee or assignee . The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord's interest in right to draw upon the Premises who expressly assumes in writing Landlord's obligations under this LeaseLetter of Credit.

Form of Letter of Credit. Concurrent with the execution of this Lease, ------------------------ Tenant shall deliver to Landlord an irrevocable, unconditional standby letter of credit in the original face amount of Six Hundred Twenty-Five Thousand Dollars ($625,000) in the form attached hereto as Exhibit C (the "Letter of Credit") to --------- secure the full and faithful performance of each and every term and provision of this Lease to be performed by Tenant as set forth in Section 4.1 above. The Letter of Credit shall shall: (i) be issued by (and at all times be drawable upon) a federally insured national bank or financial institution approved by Landlord in its reasonable discretion; ("Issuing Bank"ii) which is acceptable to Landlord be an irrevocable and which accepts deposits, maintains accounts, is FDIC insured and has a local Mountain View or San Francisco office which will negotiate the Letter of Credit. The unconditional standby Letter of Credit shall permit full or partial draws by Landlord or Landlord's assignee. Tenant shall pay all expenses, points or fees incurred by Tenant issued in obtaining, maintaining and renewing the Letter of Credit. As provided in Section 4.1 above, Tenant shall cause the Letter of Credit to remain in full force and effect during the entire term of this Lease and for a period of sixty (60) days following the expiration or earlier termination of this Lease (except in the case of termination of this Lease solely by reason of Landlord's material default hereunder). Provided this Lease has not expired or terminated, Tenant shall replace or renew the Letter of Credit from time to time at least thirty (30) days before its stated expiration date. Failure to so replace or renew the Letter of Credit shall constitute a default hereunder and Landlord shall thereafter be entitled to draw the full amount of the Letter required LOC Amount; (iii) be issued in the name of Credit Landlord as beneficiary; (iv) have an initial term commencing on the date of issuance and hold it as a cash security deposit. The terms ending no earlier than the first (1st) anniversary of this Lease Commencement Date; (v) state on its face that, notwithstanding the stated expiration date, the term of the Letter of Credit shall be automatically renewed for successive, additional one (1) year periods unless, at least sixty (60) days prior to any such date of expiration, the issuing bank shall have given written notice to Landlord, by certified mail, return receipt requested that the Letter of Credit will not be renewed; (vi) have a final expiration date of not less than sixty (60) days after the Expiration Date (as such may be adjusted for renewals and extensions); (vii) expressly provide that Landlord (and/or its successors and assigns) is entitled to make one or more draws under the Letter of Credit upon delivery to issuer of a sight draft (a “Draft”) in a banking office of issuer in Dallas, Texas (or such other location as is approved by Landlord) and signed by a purported officer or authorized agent or representative of Landlord and certifying to the issuer that a Draw Event (hereinafter defined) has occurred and that Landlord is entitled to draw upon the Letter of Credit in the amount of the draft submitted therewith; (viii) allow partial draws by Landlord at its discretion from time to time; (ix) provide that the Letter of Credit is assignable will be honored by the issuing bank without inquiry as to the accuracy of the Draft or the authority of any person or party executing same and regardless of whether Tenant disputes the content of the Draft or the authority of any person or party executing same; (x) specifically provide that it may be transferred by Landlord, as beneficiary thereunderwithout cost to Landlord, to a subsequent owner of the Project (including a foreclosing mortgage lender) by written notice by the transferring Landlord/beneficiary to the issuer (with a copy to the Tenant), at which time the issuer of the Letter of Credit must be obligated to issue a new Letter of Credit on the identical terms to the transferee (naming the transferee as beneficiary) upon written request by such transferee and surrender of the previously issued Letter of Credit; (xi) remain in effect notwithstanding any transferee assignment of this Lease or assignee of Landlord's interest subletting by Tenant; (xii) be subject to the International Standby Practices 1998 (or such other recognized standards as Landlord may elect), and (xiii) otherwise be in the Premises who expressly assumes a form satisfactory to Landlord in writing Landlord's obligations under this Leaseits reasonable discretion.

Form of Letter of Credit. Concurrent with The Letter of Credit shall be (i) irrevocable; (ii) issued by a financial institution approved by Landlord in Landlord’s sole, reasonable discretion; (iii) in a form permitting partial and multiple drawings; (v) for (a) the execution entire Term extending until the date that which is ninety (90) days after the expiration of the Term, as such Term may be extended pursuant to the provisions of this Lease or (b) multiple terms of one (1) year each in duration, renewed at least sixty (60) days prior to the expiration thereof, the entire term extending until the date which is ninety (90) days after the expiration of the Term, as such Term may be extended pursuant to the provisions of the Lease, ------------------------ Tenant shall deliver to Landlord an irrevocable, unconditional standby letter of credit in the original face amount of Six Hundred Twenty-Five Thousand Dollars ; and ($625,000vi) be in the form attached hereto as Exhibit C (the "Letter of Credit") to --------- secure the full H or otherwise in form and faithful performance of each and every term and provision of this Lease to be performed by Tenant as set forth in Section 4.1 above. The Letter of Credit shall be issued by a bank or financial institution ("Issuing Bank") which is substance acceptable to Landlord and which accepts depositsthe Landlord, maintains accounts, is FDIC insured and has in its reasonable discretion. If a local Mountain View or San Francisco office which will negotiate partial drawing occurs under the Letter of Credit. The Letter of Credit shall permit full or , the Tenant shall, upon demand but not more than five (5) business days after such partial draws by Landlord or Landlord's assignee. Tenant shall pay all expensesdrawing, points or fees incurred by Tenant in obtaining, maintaining and renewing cause the Letter of Credit. As provided in Section 4.1 above, Tenant shall cause financial institution to reissue the Letter of Credit to remain in full force and effect during the entire term of this Lease and for a period of sixty (60) days following the expiration or earlier termination of this Lease (except in the case amount then currently required under the terms of termination of this Lease solely by reason of Landlord's material default hereunder)the Lease. Provided this Lease has not expired or terminatedIn addition, Tenant shall replace or renew within five (5) business days after the bank that issued the Letter of Credit then held by Landlord enters into any form of regulatory or governmental receivership or other similar regulatory or governmental proceeding, including any receivership instituted or commenced by the Federal Deposit Insurance Corporation (“FDIC”), or is otherwise declared insolvent or downgraded by the FDIC, Tenant shall deliver to Landlord a replacement letter of credit in the same form and amount of the initial letter of credit and from time a banking institution acceptable to time at least thirty (30) days before Landlord in its stated expiration datesole and absolute discretion. Failure to so replace or renew Notwithstanding the Letter of Credit shall constitute a default hereunder and foregoing, the Landlord shall thereafter be entitled to draw down the full entire amount of the Letter of Credit and hold it as a cash security deposit. The terms Credit, without any notice, at any time on or after the earlier of (i) the occurrence of an Event of Default by Tenant under this Lease; or (ii) the thirtieth (30th) day preceding the expiration date of the Letter of Credit shall expressly provide that in the event Tenant is required to and fails to replace the Letter of Credit is assignable by Landlord, as beneficiary thereunder, to any transferee or assignee of Landlord's interest in the Premises who expressly assumes in writing Landlord's obligations under this LeaseCredit.

Form of Letter of Credit. Concurrent with the execution (a) The Letter of this LeaseCredit shall be a clean, ------------------------ Tenant shall deliver to Landlord an irrevocable, unconditional standby sight draft letter of credit in form and substance satisfactory to Lender in its sole and absolute discretion, issued to Lender by a bank or another institution acceptable to Lender in its sole and absolute discretion having a San Francisco, California branch office or a Los Angeles County, California branch office which will honor and permit one or more draws upon the original face amount Letter of Six Hundred Twenty-Five Thousand Dollars ($625,000) in the form attached hereto as Exhibit C Credit (the "Issuing Bank"). The Letter of CreditCredit shall have an initial expiration date of no earlier than twelve (12) months after the issuance thereof and shall provide that it shall be automatically and continually renewed on an ") evergreen" basis subject to --------- secure customary "evergreen" terms and conditions which are satisfactory to Lender. Drawings under the full and faithful performance Letter of each and every term and provision of this Lease to Credit shall be performed by Tenant as set forth in Section 4.1 aboveclean sight draft, without documents. The Letter of Credit shall be issued by a bank or financial institution ("Issuing Bank") which is acceptable to Landlord unconditional, irrevocable, and which accepts depositstransferable, maintains accounts, is FDIC insured and has a local Mountain View or San Francisco office which will negotiate the Letter of Credit. The Letter of Credit shall permit full or partial draws drawings, shall be governed by Landlord or Landlord's assigneeNew York law, and the issuer, terms and other features shall be subject to the approval of Lender in its sole and absolute discretion. Tenant shall pay all expenses, points or fees incurred by Tenant in obtaining, maintaining and renewing the Letter of Credit. As provided in Section 4.1 above, Tenant shall cause Unless the Letter of Credit to remain in full force has automatically renewed or extended and effect during the entire term of this Lease and for a period of sixty (60) days following the expiration or earlier termination of this Lease (except in the case of termination of this Lease solely by reason of Landlord's material default hereunder). Provided this Lease Lender has not expired or terminated, Tenant shall replace or renew received notice from the Issuing Bank that the Letter of Credit from time to time will not be automatically renewed or extended, at least thirty (30) days before its stated prior to any expiration date. Failure to so replace or renew of the Letter of Credit Credit, or any subsequent Letter of Credit, Borrower shall constitute deliver to Lender a default hereunder and Landlord shall thereafter be entitled to draw the full amount renewal or replacement of the Letter of Credit which shall be identical to the original Letter of Credit in all respects except (i) the expiration date and (ii) the LC Amount if the LC Amount is otherwise permitted to have been reduced in accordance with this Agreement. Borrower's failure to deliver such renewal or replacement of the Letter of Credit, or any subsequent Letter of Credit, within the time period and in the manner specified in the immediately preceding sentence shall constitute an LOC Event of Default (as hereinafter defined), and Lender may at its option and without giving notice to Borrower immediately draw upon such Letter of Credit the full amount of such Letter of Credit (or such lesser amount as Lender shall determine in its sole and absolute discretion, which shall not be deemed a waiver of Lender's right to make future draws), and hold it and apply the proceeds as a cash security depositprovided in Section 6(b). The terms Any renewal or replacement of the Letter of Credit which is issued on or after the date which is nine (9) months prior to the Maturity Date shall expressly provide have an expiration date not earlier than three (3) months after such Maturity Date. Lender acknowledges that the form and substance, and issuer, of the letter of credit a copy of which is attached hereto as Exhibit A complies with the requirements for the initial Letter of Credit is assignable required by Landlord, as beneficiary thereunder, to any transferee or assignee of Landlord's interest in the Premises who expressly assumes in writing Landlord's obligations under this LeaseAgreement.