Letter of Credit Requirements. This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and ATEA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease. The Letter of Credit (as defined in the Lease) shall be for the amount set forth in Section 1 of the Lease, subject to the terms of Section 6 of the Lease. The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank that has a financial condition reasonably acceptable to Landlord and has an office in Boston, Massachusetts or New York City that accepts requests for draws on the Letter of Credit (provided, that, such commercial bank need not have an office in such locations as long as, upon request, such commercial bank agrees to review and approve in advance any draw under the Letter of Credit by facsimile or .pdf copies of the form of drawing certificate and sight draft relating to such draws and accepts actual draws by overnight mail), (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the Lease, (iii) shall be payable to Landlord or its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five (45) days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period shall be for a term ending not earlier than the date forty five (45) days after the last day of the Term. In the event that the issuer ceases to be reasonably acceptable to Landlord, due to a deterioration in its financial condition or change in status that threatens to compromise Landlord’s ability to draw on the Letter of Credit as determined in good faith by Landlord, then Tenant shall provide a replacement Letter of Credit from an issuer satisfying the terms of this Exhibit within thirty (30) days after Landlord’s notice of such event. Landlord shall be entitled to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease and transmittal of a default notice or the running of any cure period is barred or tolled by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire after the expiration of the Letter of Credit, or (b) not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Exhibit. Without limiting the generality of the foregoing, Landlord may, but shall not be obligated to, draw on the Letter of Credit from time to time in the event of a bankruptcy filing by or against Tenant and/or to compensate Landlord, in such order as Landlord may determine, for all or any part of any unpaid rent, any damages arising from any termination of the Lease in accordance with the terms of the Lease, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by or against Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s failure. Any amount of the Letter of Credit drawn in excess of the amount applied by Landlord to cure any such failure shall be held by Landlord as a cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under the Lease, Landlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure Tenant’s failure. After any such application by Landlord of the Letter of Credit or cash security deposit, as the case may be, Tenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the Lease, upon demand. Provided that Tenant is not then in default under the Lease, and no condition exists or event has occurred which after the expiration of any applicable notice or cure period would constitute such a default, within forty five (45) days after the later to occur of (i) the payment of the final Rent due from Tenant or (ii) the later to occur of the Term Expiration Date or the date on which Tenant surrenders the Premises to Landlord in compliance with Section 20 of the Lease, the Letter of Credit and any cash security deposit, to the extent not applied, shall be returned to the Tenant, without interest. In the event of a sale of the Building or lease, conveyance or transfer of the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding anything in this Exhibit G to the contrary, so long as: (A) Tenant shall not be, or have been, in Default under this Lease; (B) this Lease is still in full force and effect; (C) the three (3) year anniversary of the Rent Commencement Date has occurred; and (D) Tenant provides Landlord with written notice requesting the same (requirements (A) through (D), collectively, the “Letter of Credit Reduction Conditions”), then the Letter of Credit shall be reduced to $80,284.50 (the “Letter of Credit Reduction Amount”). If the Letter of Credit Reduction Conditions have been fully satisfied and the security deposit is then being held in cash, then Landlord shall return, within thirty (30) days following the satisfaction of the Letter of Credit Reduction Conditions, the applicable portion of the security deposit to Tenant to yield the Letter of Credit Reduction Amount, and if the security deposit is then being held in the form of the Letter of Credit, then Tenant shall cause a replacement letter of credit in the amount of the Letter of Credit Reduction Amount to be issued to Landlord meeting the requirements of this Exhibit G, whereupon Landlord shall simultaneously return the original Letter of Credit to Tenant. Further notwithstanding anything to the contrary contained herein, in no event shall the security deposit or Letter of Credit be in an amount less than the Letter of Credit Reduction Amount.
Appears in 1 contract
Samples: Office Lease Agreement (Atea Pharmaceuticals, Inc.)
Letter of Credit Requirements. This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and ATEA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease. The Letter of Credit (as defined in the Lease) shall be for the amount set forth in Section 1 of the Lease, subject to the terms of Section 6 of the LeaseOriginal Amount. The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank that has a financial condition reasonably acceptable to Landlord and that has an office in Boston, Massachusetts or New York City or Chicago, Illinois that accepts requests for draws on the Letter of Credit (provided, that, such commercial bank need not have an office in such locations as long as, upon request, such commercial bank agrees to review and approve in advance any draw under the Letter of Credit by facsimile or .pdf copies of the form of drawing certificate and sight draft relating to such draws and accepts actual draws by overnight mail)Credit, (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the Lease, (iii) shall be payable to Landlord or its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s 's interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five (45) days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period shall be for a term ending not earlier than the date forty five thirty (4530) days after the last day of the Term. In the event that the issuer ceases to be reasonably acceptable to Landlord, due to a deterioration in its financial condition or change in status that threatens to compromise Landlord’s ability to draw on the Letter of Credit as determined in good faith by Landlord, then Tenant shall provide a replacement Letter of Credit from an issuer satisfying the terms of this Exhibit within thirty (30) days after Landlord’s notice of such event. Landlord shall be entitled to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease and transmittal of a default notice or the running of any cure period is barred or tolled by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire after prior to the expiration of the Letter of Credit, or (b) not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this ExhibitSchedule. Without limiting the generality of the foregoing, Landlord may, but shall not be obligated to, draw on the Letter of Credit from time to time in the event of a bankruptcy filing by or against Tenant and/or to compensate Landlord, in such order as Landlord may determine, for all or any part of any unpaid rent, any damages arising from any termination of the Lease in accordance with the terms of the Lease, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by or against Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s 's failure. Any amount of the Letter of Credit drawn in excess of the amount applied by Landlord to cure any such failure shall be held by Landlord as a cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under the this Lease, Landlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure Tenant’s 's failure. After any such application by Landlord of the Letter of Credit or cash security deposit, as the case may be, Tenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the Lease, upon demand. Provided that Tenant is not then in default under the Lease, and no condition exists or event has occurred which after the expiration of any applicable notice or cure period would constitute such a default, within forty five thirty (4530) days after the later to occur of (i) the payment of the final Rent due from Tenant expiration or (ii) the later to occur sooner termination of the Term Expiration Date or the date on which Tenant surrenders the Premises to Landlord in compliance with Section 20 of the Lease, the Letter of Credit and any cash security deposit, to the extent not applied, shall be returned to the Tenant, without interest. In the event of a sale of the Premises, Building or lease, conveyance or transfer of the Premises or the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding anything in this Exhibit G to the contrary, so long as: (A) Tenant shall not be, or have been, in Default under this Lease; (B) this Lease is still in full force A The Property Exhibit B Annual Fixed Rent LEASE YEAR ANNUAL AMOUNT MONTHLY PAYMENT ---------- ------------- --------------- 1 $364,000 $30,333 2 $371,280 $30,940 3 $378,706 $31,559 4 $386,280 $32,190 5 $394,006 $32,834 6 $401,886 $33,491 7 $409,924 $34,160 8 $418,123 $34,844 9 $426,485 $35,540 10 $435,015 $36,251 11 $443,715 $36,976 Exhibit C Rules and effect; (C) the three (3) year anniversary of the Rent Commencement Date has occurred; and (D) Tenant provides Landlord with written notice requesting the same (requirements (A) through (D), collectively, the “Letter of Credit Reduction Conditions”), then the Letter of Credit shall be reduced to $80,284.50 (the “Letter of Credit Reduction Amount”). If the Letter of Credit Reduction Conditions have been fully satisfied and the security deposit is then being held in cash, then Landlord shall return, within thirty (30) days following the satisfaction of the Letter of Credit Reduction Conditions, the applicable portion of the security deposit to Tenant to yield the Letter of Credit Reduction Amount, and if the security deposit is then being held in the form of the Letter of Credit, then Tenant shall cause a replacement letter of credit in the amount of the Letter of Credit Reduction Amount to be issued to Landlord meeting the requirements of this Exhibit G, whereupon Landlord shall simultaneously return the original Letter of Credit to Tenant. Further notwithstanding anything to the contrary contained herein, in no event shall the security deposit or Letter of Credit be in an amount less than the Letter of Credit Reduction Amount.Regulations
Appears in 1 contract
Samples: Lease (Dayton Superior Corp)
Letter of Credit Requirements. This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and ATEA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease. The No Letter of Credit shall have an expiration date (including all rights of any Borrower or the beneficiary to require renewal) later than (A) in the case of a Standby Letter of Credit, the earlier of (1) 10 Business Days before the Termination Date and (2) one year after the date of issuance thereof, but may by its terms be automatically renewable for additional twelve month periods, (B) in the case of a Trade Letter of Credit, the earlier of (1) 10 Business Days before the Termination Date, and (2) 180 days after the date of issuance thereof, and (C) in the case of a Bank Guarantee, 10 Business Days before the Termination Date; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) permit the applicable Issuing Bank to prevent any such automatic renewal at least once in each twelve‑month period (commencing with the date of issuance of such Letter of Credit) by providing prior notice to the beneficiary not later than a day (a “Non‑Renewal Notice Date”) in each twelve month period to be agreed upon at the time such Standby Letter of Credit is issued, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 10 Business Days before the Termination Date. Unless otherwise directed by the applicable Issuing Bank, no Borrower shall be required to make a specific request to the applicable Issuing Bank for any such automatic renewal. Once a Standby Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the renewal of such Standby Letter of Credit, provided that the applicable Issuing Bank shall not permit any such renewal if such Issuing Bank (A) has determined that it would not be permitted, or would have no obligation, at such time to issue such Standby Letter of Credit in its revised form (as defined extended) under the terms hereof, or (B) has received notice (which may be by telephone or in writing) at least two (2) Business Days prior to the Lease) shall be for Non‑Renewal Notice Date from the amount set forth Administrative Agent or any Borrower that one or more of the applicable conditions specified in Section 1 3.02 is not then satisfied, and in each such case directing such Issuing Bank not to permit such renewal. Within the limits of the Leaseeach Letter of Credit Facility, and subject to the terms limits referred to above, the applicable Borrowers may request the issuance of Letters of Credit under this Section 6 of the Lease. The 2.01(b), repay any Letter of Credit (iAdvances resulting from drawings thereunder pursuant to Section 2.03(c) shall be irrevocable and shall be issued by a commercial bank that has a financial condition reasonably acceptable to Landlord and has an office in Boston, Massachusetts or New York City that accepts requests for draws on request the Letter issuance of additional Letters of Credit (provided, that, such commercial bank need not have an office in such locations as long as, upon request, such commercial bank agrees to review and approve in advance any draw under the Letter of Credit by facsimile or .pdf copies of the form of drawing certificate and sight draft relating to such draws and accepts actual draws by overnight mailthis Section 2.01(b), (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the Lease, (iii) shall be payable to Landlord or its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five (45) days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, from and after the term date on which the Borrowers give notice of their election to extend the Letter of Credit for Termination Date pursuant to Section 2.16, all references in this Section 2.01(b) to “10 Business Days before the final period Termination Date” shall be for a term ending not earlier than deemed to refer to 10 Business Days before the date forty five (45) days after Termination Date that will apply following the last day of the Term. In the event that the issuer ceases to be reasonably acceptable to Landlord, due to a deterioration in its financial condition or change in status that threatens to compromise Landlord’s ability to draw on the Letter of Credit as determined in good faith by Landlord, then Tenant shall provide a replacement Letter of Credit from an issuer satisfying the terms of this Exhibit within thirty (30) days after Landlord’s notice effectiveness of such event. Landlord shall be entitled to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease and transmittal of a default notice or the running of any cure period is barred or tolled by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire after the expiration of the Letter of Credit, or (b) not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Exhibitextension. Without limiting the generality of the foregoing, Landlord may, but no Issuing Bank shall not be obligated to, draw on the under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from time to time in the event issuing such Letter of a bankruptcy filing by or against Tenant and/or to compensate LandlordCredit, in such order as Landlord may determine, for all or any part applicable law to such Issuing Bank or any request or directive (whether or not having the force of any unpaid rent, any damages arising law) from any termination governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of the Lease in accordance with the terms letters of the Lease, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by credit generally or against Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s failure. Any amount of the (ii) such Letter of Credit drawn in excess of the amount applied by Landlord to cure particular or shall impose upon such Issuing Bank any such failure shall be held by Landlord as a cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created restriction, reserve or capital requirement with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under the Lease, Landlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure Tenant’s failure. After any such application by Landlord of the Letter of Credit (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date or cash security depositshall impose upon such Issuing Bank any unreimbursed loss, as cost or expense which was not applicable on the case may be, Tenant shall reinstate Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it or (iii) the issuance of such Letter of Credit to the amount originally required to be maintained under the Lease, upon demand. Provided that Tenant is not then in default under the Lease, and no condition exists or event has occurred which after the expiration of would violate any applicable notice laws or cure period would constitute such a default, within forty five (45) days after the later to occur of (i) the payment of the final Rent due from Tenant or (ii) the later to occur of the Term Expiration Date or the date on which Tenant surrenders the Premises to Landlord in compliance with Section 20 of the Lease, the Letter of Credit and any cash security deposit, to the extent not applied, shall be returned to the Tenant, without interest. In the event of a sale of the Building or lease, conveyance or transfer of the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return policies of such security, and Tenant agrees Issuing Bank applicable to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding anything in this Exhibit G to the contrary, so long as: (A) Tenant shall not be, or have been, in Default under this Lease; (B) this Lease is still in full force and effect; (C) the three (3) year anniversary of the Rent Commencement Date has occurred; and (D) Tenant provides Landlord with written notice requesting the same (requirements (A) through (D), collectively, the “Letter of Credit Reduction Conditions”), then the Letter of Credit shall be reduced to $80,284.50 (the “Letter of Credit Reduction Amount”). If the Letter of Credit Reduction Conditions have been fully satisfied and the security deposit is then being held in cash, then Landlord shall return, within thirty (30) days following the satisfaction of the Letter of Credit Reduction Conditions, the applicable portion of the security deposit to Tenant to yield the Letter of Credit Reduction Amount, and if the security deposit is then being held in the form of the Letter of Credit, then Tenant shall cause a replacement letter letters of credit in the amount of the Letter of Credit Reduction Amount to be issued to Landlord meeting the requirements of this Exhibit G, whereupon Landlord shall simultaneously return the original Letter of Credit to Tenant. Further notwithstanding anything to the contrary contained herein, in no event shall the security deposit or Letter of Credit be in an amount less than the Letter of Credit Reduction Amountgenerally.
Appears in 1 contract
Samples: Global Senior Credit Agreement (Digital Realty Trust, L.P.)
Letter of Credit Requirements. This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and ATEA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease. The Letter of Credit (as defined in the Lease) shall be for the amount set forth in Section 1 of the Lease, subject to the terms of Section 6 of the Lease. The Letter of Credit (i) shall be at sight, irrevocable and shall be issued by a commercial bank that has a financial condition reasonably acceptable to Landlord and has an office in Boston, Massachusetts or New York City that accepts requests for draws on the Letter of Credit (provided, that, such commercial bank need not have an office in such locations as long as, upon request, such commercial bank agrees to review and approve in advance any draw under the Letter of Credit by facsimile or .pdf copies of the form of drawing certificate and sight draft relating to such draws and accepts actual draws by overnight mail)unconditional, (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the Leasemaintained in effect, (iii) shall be payable to Landlord whether through replacement, renewal or its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Leaseextension, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five (45) days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period shall be for a term ending not earlier than from the Commencement Date and continuing until the date forty five (45the “LC Expiration Date”) which is one hundred (100) days after the last day of the Term. In the event that the issuer ceases to be reasonably acceptable to LandlordExpiration Date, due to and Subtenant shall deliver a deterioration in its financial condition or change in status that threatens to compromise Landlord’s ability to draw on the new Letter of Credit as determined in good faith by Landlord, then Tenant shall provide a replacement Letter or certificate of Credit from an issuer satisfying the terms of this Exhibit within renewal or extension to Sublandlord at least thirty (30) days after Landlord’s notice of such event. Landlord shall be entitled prior to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease and transmittal of a default notice or the running of any cure period is barred or tolled by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire after the expiration of the Letter of CreditCredit then held by Sublandlord, or without any action whatsoever on the part of Sublandlord, (biii) not less than thirty subject to “International Standby Practices 98” International Chamber Of Commerce Publication No. 590, (30iv) days before fully assignable by Sublandlord, and (v) permit partial draws. In addition to the scheduled expiration foregoing, the form and terms of the Letter of CreditCredit shall provide, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Exhibit. Without limiting the generality of the foregoing, Landlord may, but shall not be obligated to, draw on the Letter of Credit from time to time in the event of a bankruptcy filing by or against Tenant and/or to compensate Landlordamong other things, in such order as Landlord may determine, for all or any part of any unpaid rent, any damages arising from any termination of effect that: (A) Sublandlord shall have the Lease in accordance with the terms of the Lease, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by or against Tenant. Landlord may, but shall not be obligated to, apply the right to draw down an amount so drawn up to the extent necessary to cure Tenant’s failure. Any face amount of the Letter of Credit drawn (1) upon the presentation to the Bank of Sublandlord’s written statement that Sublandlord is entitled to draw down on the Letter of Credit in excess of the amount applied by Landlord of such draw pursuant to cure any such failure the terms and conditions of this Sublease, and no other document or certification from Sublandlord shall be held by Landlord required other than its written statement to this effect (a “Default Draw”), (2) Subtenant, as applicant, shall have failed to provide to Sublandlord a cash security deposit for new or renewal Letter of Credit satisfying the performance by Tenant terms of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under the Lease, Landlord may, but shall not be obliged to, apply the cash security deposit this Section 12 at least thirty (30) days prior to the extent necessary to cure Tenant’s failure. After any such application by Landlord expiration of the Letter of Credit then held by Sublandlord, (3) if Subtenant has filed a voluntary petition under the Federal Bankruptcy Code or cash security deposit(4) if an involuntary petition has been filed against Subtenant under the Federal Bankruptcy Code, as the case may be, Tenant shall reinstate and Subtenant has failed to have such involuntary petition discharged within sixty (60) days of such filing; and (B) the Letter of Credit will be honored by the Bank without inquiry as to the amount originally required accuracy thereof and regardless of whether Subtenant disputes the SMRH: 473310031.19 -30- 300 XXXXXX XXXXX BOULEVARD.SUBLEASE – PROTHENA BIOSCIENCES FINAL EXECUTION VERSION 0SDM-159614 SV\1619361.8 content of such statement. Sublandlord confirms and agrees that Sublandlord shall only be entitled to be maintained make a Default Draw when permitted under the Lease, upon demand. Provided that Tenant is not then in default under the Lease, Section 12.5 and no condition exists or event has occurred which after the expiration of any applicable notice or cure period would constitute such a default, within forty five (45) days after the later to occur of (i) the payment of the final Rent due Sublandlord shall only make draws from Tenant or (ii) the later to occur of the Term Expiration Date or the date on which Tenant surrenders the Premises to Landlord in compliance with Section 20 of the Lease, the Letter of Credit and any cash security deposit, in the amounts of damages that Sublandlord reasonably believes Sublandlord will suffer in connection with the event giving rise to the extent not applieddraw. Notwithstanding the foregoing, shall be returned to the Tenant, without interest. In in the event of any failure by Subtenant to provide a sale of the Building substitution or lease, conveyance or transfer of the Building, Landlord shall transfer the replacement Letter of Credit or cash security deposit to the transfereewhen required under this Section 12. Upon such transfer, the transferring Landlord Sublandlord shall be released by Tenant from all liability for entitled to draw down upon the return of such security, and Tenant agrees to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding anything in this Exhibit G to the contrary, so long as: (A) Tenant shall not be, or have been, in Default under this Lease; (B) this Lease is still in full force and effect; (C) the three (3) year anniversary of the Rent Commencement Date has occurred; and (D) Tenant provides Landlord with written notice requesting the same (requirements (A) through (D), collectively, the “Letter of Credit Reduction Conditions”), then the Letter of Credit shall be reduced to $80,284.50 (the “Letter of Credit Reduction Amount”). If the Letter of Credit Reduction Conditions have been fully satisfied and the security deposit is then being held in cash, then Landlord shall return, within thirty (30) days following the satisfaction of the Letter of Credit Reduction Conditions, the applicable portion of the security deposit to Tenant to yield the Letter of Credit Reduction Amount, and if the security deposit is then being held in the form entire amount of the Letter of Credit, then Tenant shall cause a replacement letter of credit in the amount of the Letter of Credit Reduction Amount to be issued to Landlord meeting the requirements of this Exhibit G, whereupon Landlord shall simultaneously return the original Letter of Credit to Tenant. Further notwithstanding anything to the contrary contained herein, in no event shall the security deposit or Letter of Credit be in an amount less than the Letter of Credit Reduction Amount.
Appears in 1 contract
Letter of Credit Requirements. This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and ATEA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease. The No Letter of Credit shall have an expiration date (including all rights of any Borrower or the beneficiary to require renewal) later than (A) in the case of a Standby Letter of Credit, the earlier of (1) 10 Business Days before the Termination Date and (2) one year after the date of issuance thereof, but may by its terms be automatically renewable for additional twelve month periods, (B) in the case of a Trade Letter of Credit, the earlier of (1) 10 Business Days before the Termination Date, and (2) 180 days after the date of issuance thereof, and (C) in the case of a Bank Guarantee, 10 Business Days before the Termination Date; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) permit the applicable Issuing Bank to prevent any such automatic renewal at least once in each twelve‑month period (commencing with the date of issuance of such Letter of Credit) by providing prior notice to the beneficiary not later than a day (a “Non‑Renewal Notice Date”) in each twelve month period to be agreed upon at the time such Standby Letter of Credit is issued, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 10 Business Days before the Termination Date. Unless otherwise directed by the applicable Issuing Bank, no Borrower shall be required to make a specific request to the applicable Issuing Bank for any such automatic renewal. Once a Standby Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the renewal of such Standby Letter of Credit, provided that the applicable Issuing Bank shall not permit any such renewal if such Issuing Bank (A) has determined that it would not be permitted, or would have no obligation, at such time to issue such Standby Letter of Credit in its revised form (as defined extended) under the terms hereof, or (B) has received notice (which may be by telephone or in writing) at least two (2) Business Days prior to the Lease) shall be for Non‑Renewal Notice Date from the amount set forth Administrative Agent or any Borrower that one or more of the Digital Realty – Credit Agreement 56 applicable conditions specified in Section 1 3.02 is not then satisfied, and in each such case directing such Issuing Bank not to permit such renewal. Within the limits of the Leaseeach Letter of Credit Facility, and subject to the terms limits referred to above, the applicable Borrowers may request the issuance of Letters of Credit under this Section 6 of the Lease. The 2.01(b), repay any Letter of Credit (iAdvances resulting from drawings thereunder pursuant to Section 2.03(c) shall be irrevocable and shall be issued by a commercial bank that has a financial condition reasonably acceptable to Landlord and has an office in Boston, Massachusetts or New York City that accepts requests for draws on request the Letter issuance of additional Letters of Credit (provided, that, such commercial bank need not have an office in such locations as long as, upon request, such commercial bank agrees to review and approve in advance any draw under the Letter of Credit by facsimile or .pdf copies of the form of drawing certificate and sight draft relating to such draws and accepts actual draws by overnight mailthis Section 2.01(b), (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the Lease, (iii) shall be payable to Landlord or its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five (45) days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, from and after the term date on which the Borrowers give notice of their election to extend the Letter of Credit for Termination Date pursuant to Section 2.16, all references in this Section 2.01(b) to “10 Business Days before the final period Termination Date” shall be for a term ending not earlier than deemed to refer to 10 Business Days before the date forty five (45) days after Termination Date that will apply following the last day of the Term. In the event that the issuer ceases to be reasonably acceptable to Landlord, due to a deterioration in its financial condition or change in status that threatens to compromise Landlord’s ability to draw on the Letter of Credit as determined in good faith by Landlord, then Tenant shall provide a replacement Letter of Credit from an issuer satisfying the terms of this Exhibit within thirty (30) days after Landlord’s notice effectiveness of such event. Landlord shall be entitled to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease and transmittal of a default notice or the running of any cure period is barred or tolled by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire after the expiration of the Letter of Credit, or (b) not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Exhibitextension. Without limiting the generality of the foregoing, Landlord may, but no Issuing Bank shall not be obligated to, draw on the under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from time to time in the event issuing such Letter of a bankruptcy filing by or against Tenant and/or to compensate LandlordCredit, in such order as Landlord may determine, for all or any part applicable law to such Issuing Bank or any request or directive (whether or not having the force of any unpaid rent, any damages arising law) from any termination governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of the Lease in accordance with the terms letters of the Lease, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by credit generally or against Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s failure. Any amount of the (ii) such Letter of Credit drawn in excess of the amount applied by Landlord to cure particular or shall impose upon such Issuing Bank any such failure shall be held by Landlord as a cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created restriction, reserve or capital requirement with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under the Lease, Landlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure Tenant’s failure. After any such application by Landlord of the Letter of Credit (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date or cash security depositshall impose upon such Issuing Bank any unreimbursed loss, as cost or expense which was not applicable on the case may be, Tenant shall reinstate Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it or (iii) the issuance of such Letter of Credit to the amount originally required to be maintained under the Lease, upon demand. Provided that Tenant is not then in default under the Lease, and no condition exists or event has occurred which after the expiration of would violate any applicable notice laws or cure period would constitute such a default, within forty five (45) days after the later to occur of (i) the payment of the final Rent due from Tenant or (ii) the later to occur of the Term Expiration Date or the date on which Tenant surrenders the Premises to Landlord in compliance with Section 20 of the Lease, the Letter of Credit and any cash security deposit, to the extent not applied, shall be returned to the Tenant, without interest. In the event of a sale of the Building or lease, conveyance or transfer of the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return policies of such security, and Tenant agrees Issuing Bank applicable to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding anything in this Exhibit G to the contrary, so long as: (A) Tenant shall not be, or have been, in Default under this Lease; (B) this Lease is still in full force and effect; (C) the three (3) year anniversary of the Rent Commencement Date has occurred; and (D) Tenant provides Landlord with written notice requesting the same (requirements (A) through (D), collectively, the “Letter of Credit Reduction Conditions”), then the Letter of Credit shall be reduced to $80,284.50 (the “Letter of Credit Reduction Amount”). If the Letter of Credit Reduction Conditions have been fully satisfied and the security deposit is then being held in cash, then Landlord shall return, within thirty (30) days following the satisfaction of the Letter of Credit Reduction Conditions, the applicable portion of the security deposit to Tenant to yield the Letter of Credit Reduction Amount, and if the security deposit is then being held in the form of the Letter of Credit, then Tenant shall cause a replacement letter letters of credit in the amount of the Letter of Credit Reduction Amount to be issued to Landlord meeting the requirements of this Exhibit G, whereupon Landlord shall simultaneously return the original Letter of Credit to Tenant. Further notwithstanding anything to the contrary contained herein, in no event shall the security deposit or Letter of Credit be in an amount less than the Letter of Credit Reduction Amountgenerally.
Appears in 1 contract
Samples: Global Senior Credit Agreement (Digital Realty Trust, L.P.)
Letter of Credit Requirements. This Exhibit is attached to and made a part of the Office Lease Sublease Agreement dated as of December , 2017 (the “LeaseSublease”) by and between OPG 125 SUMMER OWNER (DE) LLCBio-Rad Laboratories, a Delaware limited liability company (“Landlord”), and ATEA PHARMACEUTICALS, INC.Inc., a Delaware corporation (“TenantSublandlord”), and Evelo Biosciences, Inc., a Delaware corporation (“Subtenant”), for space in the Building located at 000 Xxxxxx XxxxxxXxxxxxxx Xxxxx, XxxxxxXxxxxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Sublease and the Primary Lease, as applicable. The Letter of Credit (as defined in the LeaseSublease) shall be for the amount set forth in Section 1 of the LeaseSublease, subject to the terms of Section 6 5 (Letter of Credit) of the LeaseSublease. The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank that has a financial condition reasonably acceptable to Landlord and has an office in Boston, Massachusetts or New York City California that accepts requests for draws on the Letter of Credit (provided, that, such commercial bank need not have an office in such locations as long as, upon request, such commercial bank agrees to review and approve in advance any draw under the Letter of Credit by facsimile or .pdf copies of the form of drawing certificate and sight draft relating to such draws and accepts actual draws by overnight mail)Credit, (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord Sublandlord is entitled to draw on the Letter of Credit pursuant to the terms of the LeaseSublease, (iii) shall be payable to Landlord Sublandlord or its successors in interest as the Landlord Sublandlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of LandlordSublandlord’s interest in the LeaseSublease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five (45) days prior to the scheduled expiration date, give Landlord Sublandlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to LandlordSublandlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period shall be for a term ending not earlier than the date forty five (45) days after the last day of the Termterm. In the event that the issuer ceases to be reasonably acceptable to LandlordSublandlord, due to a deterioration in its financial condition or change in status that threatens to compromise LandlordSublandlord’s ability to draw on the Letter of Credit as determined in good faith by LandlordSublandlord, then Tenant Subtenant shall provide a replacement Letter of Credit from an issuer satisfying the terms of this Exhibit within thirty (30) days after LandlordSublandlord’s notice of such event. Landlord Sublandlord shall be entitled to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant Subtenant shall fail to perform any of its obligations under the Lease Sublease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease Sublease and transmittal of a default notice or the running of any cure period is barred or tolled by applicable law, or fail to perform any of its obligations under the Lease Sublease and any applicable notice and cure period would expire after the expiration of the Letter of Credit, or (b) not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant Subtenant has not delivered to Landlord Sublandlord a new Letter of Credit in accordance with this Exhibit. Without limiting the generality of the foregoing, Landlord Sublandlord may, but shall not be obligated to, draw on the Letter of Credit from time to time in the event of a bankruptcy filing by or against Tenant Subtenant and/or to compensate LandlordSublandlord, in such order as Landlord Sublandlord may determine, for all or any part of any unpaid rentBase Rent, unpaid Additional Rent, and/or any damages arising from any termination of the Lease Sublease in accordance with the terms of the LeaseSublease, and/or any damages arising from any rejection of the Lease Sublease in a bankruptcy proceeding commenced by or against TenantSubtenant. Landlord Sublandlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure TenantSubtenant’s failure. 000 Xxxxxxxx Xxxxx Sublease/Evelo (12-15-17rev) Any amount of the Letter of Credit drawn in excess of the amount applied by Landlord Sublandlord to cure any such failure shall be held by Landlord Sublandlord as a cash security deposit for the performance by Tenant Subtenant of its obligations under the LeaseSublease. Any cash security deposit may be mingled with other funds of Landlord Sublandlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord Sublandlord be liable to pay Tenant Subtenant interest thereon. If Tenant Subtenant shall fail to perform any of its obligations under the LeaseSublease, Landlord Sublandlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure TenantSubtenant’s failure. After any such application by Landlord Sublandlord of the Letter of Credit or cash security deposit, as the case may be, Tenant Subtenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the LeaseSublease, upon demand. Provided that Tenant Subtenant is not then in default under the LeaseSublease, and no condition exists or event has occurred which after the expiration of any applicable notice or cure period would constitute such a default, within forty five (45) days after the later to occur of (i) the payment of the final Base Rent, Additional Rent or any other amount due from Tenant Subtenant or (ii) the later to occur of the Term Sublease Expiration Date or the date on which Tenant Subtenant surrenders the Subleased Premises to Landlord Sublandlord in compliance with Section 20 21 of the Primary Lease, the Letter of Credit and any cash security deposit, to the extent not applied, shall be returned to the TenantSubtenant, without interest. In the event of a sale of the Building or lease, conveyance or transfer of the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant Subtenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord Sublandlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding anything in this Exhibit G to the contrary, so long as: (A) Tenant shall not be, or have been, in Default under this Lease; (B) this Lease is still in full force and effect; (C) the three (3) year anniversary of the Rent Commencement Date has occurred; and (D) Tenant provides Landlord with written notice requesting the same (requirements (A) through (D), collectively, the “Letter of Credit Reduction Conditions”), then the Letter of Credit shall be reduced to $80,284.50 (the “Letter of Credit Reduction Amount”). If the Letter of Credit Reduction Conditions have been fully satisfied and the security deposit is then being held in cash, then Landlord shall return, within thirty (30) days following the satisfaction of the Letter of Credit Reduction Conditions, the applicable portion of the security deposit to Tenant to yield the Letter of Credit Reduction Amount, and if the security deposit is then being held in the form of the Letter of Credit, then Tenant shall cause a replacement letter of credit in the amount of the Letter of Credit Reduction Amount to be issued to Landlord meeting the requirements of this Exhibit G, whereupon Landlord shall simultaneously return the original Letter of Credit to Tenant. Further notwithstanding anything to the contrary contained herein, in no event shall the security deposit or Letter of Credit be in an amount less than the Letter of Credit Reduction Amount.
Appears in 1 contract
Letter of Credit Requirements. This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and ATEA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease. The No Letter of Credit shall have an expiration date (as defined including all rights of any Borrower or the beneficiary to require renewal) later than (A) in the Leasecase of a Standby Letter of Credit, the earlier of (1) shall 10 Business Days before the Termination Date and (2) one year after the date of issuance thereof, but may by its terms be automatically renewable for additional twelve month periods and (B) in the amount set forth in Section 1 case of a Trade Letter of Credit, the Leaseearlier of (1) 10 Business Days before the Termination Date, subject to and (2) 180 days after the date of issuance thereof; provided, however, that the terms of Section 6 of the Lease. The each Standby Letter of Credit that is automatically renewable annually shall (ix) shall permit the applicable Issuing Bank to prevent any such automatic renewal at least once in each twelve‑month period (commencing with the date of issuance of such Letter of Credit) by providing prior notice to the beneficiary not later than a day (a “Non‑Renewal Notice Date”) in each twelve month period to be irrevocable and shall be issued by a commercial bank that has a financial condition reasonably acceptable to Landlord and has an office in Boston, Massachusetts or New York City that accepts requests for draws on agreed upon at the time such Standby Letter of Credit is issued, (provided, that, y) permit such commercial bank need not have an office in such locations as long asbeneficiary, upon requestreceipt of such notice, such commercial bank agrees to review and approve in advance any draw under the such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 10 Business Days before the Termination Date. Unless otherwise directed by facsimile the applicable Issuing Bank, no Borrower shall be required to make a specific request to the applicable Issuing Bank for any such automatic renewal. Once a Standby Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (but may not Digital Realty – Yen Credit Agreement require) the applicable Issuing Bank to permit the renewal of such Standby Letter of Credit, provided that the applicable Issuing Bank shall not permit any such renewal if such Issuing Bank (A) has determined that it would not be permitted, or .pdf copies would have no obligation, at such time to issue such Standby Letter of Credit in its revised form (as extended) under the terms hereof, or (B) has received notice (which may be by telephone or in writing) at least two (2) Business Days prior to the Non‑Renewal Notice Date from the Administrative Agent or any Borrower that one or more of the form of drawing certificate applicable conditions specified in Section 3.02 is not then satisfied, and sight draft relating in each such case directing such Issuing Bank not to permit such draws and accepts actual draws by overnight mail), (ii) shall require only renewal. Within the presentation to the issuer of a certificate of the holder limits of the Letter of Credit stating that Landlord is entitled Facility, and subject to draw on the limits referred to above, the applicable Borrowers may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the terms issuance of the Lease, (iii) shall be payable to Landlord or its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five (45) days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter additional Letters of Credit for the final period shall be for a term ending not earlier than the date forty five (45) days after the last day of the Term. In the event that the issuer ceases to be reasonably acceptable to Landlord, due to a deterioration in its financial condition or change in status that threatens to compromise Landlord’s ability to draw on the Letter of Credit as determined in good faith by Landlord, then Tenant shall provide a replacement Letter of Credit from an issuer satisfying the terms of under this Exhibit within thirty (30) days after Landlord’s notice of such event. Landlord shall be entitled to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease and transmittal of a default notice or the running of any cure period is barred or tolled by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire after the expiration of the Letter of Credit, or (b) not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this ExhibitSection 2.01(b). Without limiting the generality of the foregoing, Landlord may, but no Issuing Bank shall not be obligated to, draw on the under any obligation to issue any Letter of Credit if (i) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from time to time in the event issuing such Letter of a bankruptcy filing by or against Tenant and/or to compensate LandlordCredit, in such order as Landlord may determine, for all or any part applicable law to such Issuing Bank or any request or directive (whether or not having the force of any unpaid rent, any damages arising law) from any termination governmental authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of the Lease in accordance with the terms letters of the Lease, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by credit generally or against Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s failure. Any amount of the (ii) such Letter of Credit drawn in excess of the amount applied by Landlord to cure particular or shall impose upon such Issuing Bank any such failure shall be held by Landlord as a cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created restriction, reserve or capital requirement with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under the Lease, Landlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure Tenant’s failure. After any such application by Landlord of the Letter of Credit (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date or cash security depositshall impose upon such Issuing Bank any unreimbursed loss, as cost or expense which was not applicable on the case may be, Tenant shall reinstate Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it or (iii) the issuance of such Letter of Credit to the amount originally required to be maintained under the Lease, upon demand. Provided that Tenant is not then in default under the Lease, and no condition exists or event has occurred which after the expiration of would violate any applicable notice laws or cure period would constitute such a default, within forty five (45) days after the later to occur of (i) the payment of the final Rent due from Tenant or (ii) the later to occur of the Term Expiration Date or the date on which Tenant surrenders the Premises to Landlord in compliance with Section 20 of the Lease, the Letter of Credit and any cash security deposit, to the extent not applied, shall be returned to the Tenant, without interest. In the event of a sale of the Building or lease, conveyance or transfer of the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return policies of such security, and Tenant agrees Issuing Bank applicable to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding anything in this Exhibit G to the contrary, so long as: (A) Tenant shall not be, or have been, in Default under this Lease; (B) this Lease is still in full force and effect; (C) the three (3) year anniversary of the Rent Commencement Date has occurred; and (D) Tenant provides Landlord with written notice requesting the same (requirements (A) through (D), collectively, the “Letter of Credit Reduction Conditions”), then the Letter of Credit shall be reduced to $80,284.50 (the “Letter of Credit Reduction Amount”). If the Letter of Credit Reduction Conditions have been fully satisfied and the security deposit is then being held in cash, then Landlord shall return, within thirty (30) days following the satisfaction of the Letter of Credit Reduction Conditions, the applicable portion of the security deposit to Tenant to yield the Letter of Credit Reduction Amount, and if the security deposit is then being held in the form of the Letter of Credit, then Tenant shall cause a replacement letter letters of credit in the amount of the Letter of Credit Reduction Amount to be issued to Landlord meeting the requirements of this Exhibit G, whereupon Landlord shall simultaneously return the original Letter of Credit to Tenant. Further notwithstanding anything to the contrary contained herein, in no event shall the security deposit or Letter of Credit be in an amount less than the Letter of Credit Reduction Amountgenerally.
Appears in 1 contract
Letter of Credit Requirements. This Exhibit is attached to and made a part The letter of the Office Lease Agreement (the “Lease”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and ATEA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease. The Letter of Credit (as defined in the Lease) credit shall be for the amount set forth specified in Section 1 of the LeaseLease to which this Exhibit is attached (as renewed, subject replaced, and/or reduced pursuant to the terms Lease or this Exhibit, the “Letter of Section 6 of the LeaseCredit”). The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank that has a financial condition reasonably acceptable to Landlord and that has an office in Boston, Massachusetts or Massachusetts, New York City that accepts requests for draws on the Letter of Credit (providedCity, that, such commercial bank need not have an office in such locations as long as, upon request, such commercial bank agrees to review and approve in advance any draw under the Letter of Credit or other location approved by facsimile or .pdf copies of the form of drawing certificate and sight draft relating to such draws and accepts actual draws by overnight mail)Landlord, (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the Lease, (iii) shall be payable to Landlord (or its successors successor in interest as the Landlord upon any transfer of the Letter of Credit in accordance herewith) and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five (45) 45 days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period shall be for a term ending not earlier than the date forty five thirty (4530) days after the last day of the Term. In the event that the issuer ceases to be reasonably acceptable to Landlord, due to a deterioration in its financial condition or change in status that threatens to compromise Landlord’s ability to draw on the Letter of Credit as determined in good faith by Landlord, then Tenant shall provide a replacement Letter of Credit from an issuer satisfying the terms of this Exhibit within thirty (30) days after Landlord’s notice of such event. Landlord shall be entitled to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under the this Lease after the expiration of any applicable notice and cure period, period (or fail to perform any of its obligations under the Lease and transmittal of a default notice or the running of any cure period is barred or tolled by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire after the expiration of the Letter of Credit), or (b) not less than thirty (30) 30 days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Exhibit. Without limiting the generality of the foregoing, Landlord may, but shall not be obligated to, draw on the Letter of Credit from time to time in the event of a bankruptcy filing by or against Tenant and/or to compensate Landlord, in such order as Landlord may determine, for all or any part of any unpaid rent, any damages arising from any termination of the Lease in accordance with the terms of the Lease, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by or against Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s failurefailure to pay. Any amount of the Letter of Credit drawn in excess of the amount applied by Landlord to cure any such failure shall be held by Landlord as a cash security deposit under Section 4.17 of the Lease for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under the Lease, Landlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure Tenant’s failure. After any such application by Landlord of the Letter of Credit or cash security deposit, as the case may be, Tenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the Lease, upon demand. Provided demand (it being understood that Tenant is not such reinstatement obligation shall take into account both the then in default under the Lease, and no condition exists or event has occurred which after the expiration undrawn amount of any applicable notice or cure period would constitute such a default, within forty five (45) days after the later to occur of (i) the payment of the final Rent due from Tenant or (ii) the later to occur of the Term Expiration Date or the date on which Tenant surrenders the Premises to Landlord in compliance with Section 20 of the Lease, the Letter of Credit and any unapplied cash security deposit then held by Landlord). If Tenant is then not in default under the Lease (after applicable notice and cure period), within thirty (30) days after the expiration or sooner termination of the Term the Letter of Credit and any security deposit, to the extent not applied, shall be returned to the Tenant, without interest. In the event of a sale of the Building or lease, lease or other conveyance or transfer (each a “transfer” to a “transferee”) of the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transfereetransferee which succeeds to the interest of the Landlord under this Lease. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding anything in this Exhibit G to the contrary, so long as: (A) Tenant shall not be, or have been, in Default under this Lease; (B) this Lease is still in full force and effect; (C) the three (3) year anniversary of the Rent Commencement Date has occurred; and (D) Tenant provides Landlord with written notice requesting the same (requirements (A) through (D), collectively, the “Letter of Credit Reduction Conditions”), then the Letter of Credit shall be reduced to $80,284.50 (the “Letter of Credit Reduction Amount”). If the Letter of Credit Reduction Conditions have been fully satisfied and the security deposit is then being held in cash, then Landlord shall return, within thirty (30) days following the satisfaction of the Letter of Credit Reduction Conditions, the applicable portion of the security deposit to Tenant to yield the Letter of Credit Reduction Amount, and if the security deposit is then being held in the form of the Letter of Credit, then Tenant shall cause a replacement letter of credit in the amount of the Letter of Credit Reduction Amount to be issued to Landlord meeting the requirements of this Exhibit G, whereupon Landlord shall simultaneously return the original Letter of Credit to Tenant. Further notwithstanding anything to the contrary contained herein, in no event shall the security deposit or Letter of Credit be in an amount less than the Letter of Credit Reduction AmountEXHIBIT E CLEANING SPECIFICATIONS Cleaning Specifications.
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Samples: NewStar Financial, Inc.
Letter of Credit Requirements. This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and ATEA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease. The Letter of Credit (as defined in the Lease) shall be for the amount set forth in Section 1 of the Lease, subject to the terms of Section 6 of the Lease. The Letter of Credit (i) shall be at sight, irrevocable and shall be issued by a commercial bank that has a financial condition reasonably acceptable to Landlord and has an office in Boston, Massachusetts or New York City that accepts requests for draws on the Letter of Credit (provided, that, such commercial bank need not have an office in such locations as long as, upon request, such commercial bank agrees to review and approve in advance any draw under the Letter of Credit by facsimile or .pdf copies of the form of drawing certificate and sight draft relating to such draws and accepts actual draws by overnight mail)unconditional, (ii) maintained in effect, whether through replacement, renewal or extension, for the period from the Sublease Commencement Date and continuing until the date (the “LC Expiration Date”) which is one hundred twenty (120) days after the Expiration Date, and Subtenant shall require only the presentation deliver a new Letter of Credit or certificate of renewal or extension to Sublandlord at least thirty (30) days prior to the issuer of a certificate of the holder expiration of the Letter of Credit stating then held by Sublandlord, without any action whatsoever on the part of Sublandlord, (iii) subject to “The International Standby Practices ISP98” International Chamber Of Commerce Publication No. 590, (iv) fully assignable by Sublandlord, and (v) permit partial draws. In addition to the foregoing, the form and terms of the Letter of Credit shall provide, among other things, in effect that: (A) Sublandlord shall have the right to draw down an amount up to the face amount of the Letter of Credit upon the presentation to the Bank of Sublandlord’s written statement that Landlord (1) Sublandlord is entitled to draw down on the Letter of Credit pursuant to the terms and conditions of the Leasethis Sublease, (iii) and no other document or certification from Sublandlord shall be payable required other than its written statement to Landlord this effect (a “Default Draw”), or its successors in interest (2) Subtenant, as the Landlord and applicant, shall be freely transferable without cost have failed to any such successor provide to Sublandlord a new or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five (45) days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the renewal Letter of Credit for the final period shall be for a term ending not earlier than the date forty five (45) days after the last day of the Term. In the event that the issuer ceases to be reasonably acceptable to Landlord, due to a deterioration in its financial condition or change in status that threatens to compromise Landlord’s ability to draw on the Letter of Credit as determined in good faith by Landlord, then Tenant shall provide a replacement Letter of Credit from an issuer satisfying the terms of this Exhibit within Section 12 at least thirty (30) days after Landlord’s notice of such event. Landlord shall be entitled prior to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease and transmittal of a default notice or the running of any cure period is barred or tolled by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire after the expiration of the Letter of CreditCredit then held by Sublandlord, or (b3) not less than thirty Subtenant has filed a voluntary petition under the Federal Bankruptcy Code or (304) days before an involuntary petition has been filed against Subtenant under the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Exhibit. Without limiting the generality of the foregoing, Landlord may, but shall not be obligated to, draw on Federal Bankruptcy Code; and (B) the Letter of Credit from time to time in will be honored by the event of a bankruptcy filing by or against Tenant and/or to compensate Landlord, in such order Bank without inquiry as Landlord may determine, for all or any part of any unpaid rent, any damages arising from any termination of the Lease in accordance with the terms of the Lease, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by or against Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s failure. Any amount accuracy thereof and regardless of whether Subtenant disputes the Letter of Credit drawn in excess of the amount applied by Landlord to cure any such failure shall be held by Landlord as a cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under the Lease, Landlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure Tenant’s failure. After any such application by Landlord of the Letter of Credit or cash security deposit, as the case may be, Tenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the Lease, upon demand. Provided that Tenant is not then in default under the Lease, and no condition exists or event has occurred which after the expiration of any applicable notice or cure period would constitute such a default, within forty five (45) days after the later to occur of (i) the payment of the final Rent due from Tenant or (ii) the later to occur of the Term Expiration Date or the date on which Tenant surrenders the Premises to Landlord in compliance with Section 20 of the Lease, the Letter of Credit and any cash security deposit, to the extent not applied, shall be returned to the Tenant, without interest. In the event of a sale of the Building or lease, conveyance or transfer of the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return content of such security, statement. Sublandlord confirms and Tenant agrees that Sublandlord shall only be entitled to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such make a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein Default Draw as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding anything in this Exhibit G to the contrary, so long as: (A) Tenant shall not be, or have been, in Default permitted under this Lease; (B) this Lease is still in full force and effect; (C) the three (3) year anniversary of the Rent Commencement Date has occurred; and (D) Tenant provides Landlord with written notice requesting the same (requirements (A) through (D), collectively, the “Letter of Credit Reduction Conditions”), then the Letter of Credit shall be reduced to $80,284.50 (the “Letter of Credit Reduction Amount”). If the Letter of Credit Reduction Conditions have been fully satisfied and the security deposit is then being held in cash, then Landlord shall return, within thirty (30) days following the satisfaction of the Letter of Credit Reduction Conditions, the applicable portion of the security deposit to Tenant to yield the Letter of Credit Reduction Amount, and if the security deposit is then being held in the form of the Letter of Credit, then Tenant shall cause a replacement letter of credit in the amount of the Letter of Credit Reduction Amount to be issued to Landlord meeting the requirements of this Exhibit G, whereupon Landlord shall simultaneously return the original Letter of Credit to Tenant. Further notwithstanding anything to the contrary contained herein, in no event shall the security deposit or Letter of Credit be in an amount less than the Letter of Credit Reduction AmountSection 12.5.
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Letter of Credit Requirements. This Exhibit is attached to and made a part of As used herein the Office Lease Agreement (the term “Lease”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and ATEA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease. The Letter of Credit Credit” means an unconditional irrevocable standby commercial letter of credit that is: (as defined i) in the Lease) shall be for the amount set forth in Section 1 of the Lease, subject to the terms of Section 6 of the Lease. The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank that has a financial condition reasonably acceptable to Landlord and has an office in Boston, Massachusetts or New York City that accepts requests for draws on the Letter of Credit (provided, that, such commercial bank need not have an office in such locations as long as, upon request, such commercial bank agrees to review and approve in advance any draw under the Letter of Credit by facsimile or .pdf copies of the form of drawing certificate and sight draft relating to such draws and accepts actual draws by overnight mail)1.1, (ii) shall require only issued by issued by a reputable domestic commercial bank or other domestic financial institution, the presentation to long-term debt of which is rated at least A or the issuer equivalent thereby Standard & Poors Ratings Group, or A or the equivalent thereof by Xxxxx’x Investors Services, Inc., and having capital and surplus in excess of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the LeaseFive Hundred Million and 00/100 Dollars ($500,000,000.00), (iii) shall be payable to Landlord or its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, either (iv1) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five (45) days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit binding for the final period shall be for a term ending not earlier than the date forty through forty-five (45) days after the last day expiration of the Term. In Term hereof, as the event that same may be extended, or (2) binding for one (1) year and automatically renewed annually unless the issuer ceases of such Letter of Credit provides to be Landlord a written notice of non-renewal at least thirty (30) days prior to the expiration of such one-year period, and (iv) substantially in the form attached hereto as Exhibit E or such other form as reasonably acceptable to approved by Landlord. If, due to a deterioration in its financial condition or change in status that threatens to compromise Landlord’s ability to draw on at any time while the Letter of Credit as determined in good faith is outstanding (a) the issuing bank is declared insolvent or taken into receivership by Landlordthe Federal Deposit Insurance Corporation or any other Governmental Authority, then Tenant shall provide a replacement Letter of Credit from an issuer satisfying or is closed for any reason, or (b) Landlord reasonably believes that the terms of this Exhibit within issuing bank may be or become insolvent or otherwise unable to meet its obligations, then, not later than thirty (30) days after written notice from Landlord’s notice of such event. Landlord , Tenant shall be entitled to draw upon cause the existing Letter of Credit for its full amount to be replaced by a replacement Letter of Credit issued by another reputable domestic commercial bank or any portion thereof if (a) Tenant other domestic financial institution acceptable to Landlord, which such replacement Letter of Credit shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease and transmittal of a default notice or the running of any cure period is barred or tolled by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire after the expiration comply with all of the terms and conditions of this ARTICLE 18. If Tenant fails to deliver an acceptable replacement Letter of Credit, or (b) not less than Credit within such thirty (30) days before day period, then Landlord shall have the scheduled expiration of right to present the Letter of Credit, Tenant has not delivered to Landlord a new existing Letter of Credit in accordance with this Exhibit. Without limiting to the generality issuing bank for payment and the entire sum so obtained shall be paid to Landlord and held by Landlord as a Security Deposit hereunder until Tenant would otherwise be entitled to the return of the foregoing, Landlord may, but shall not be obligated to, draw on the Letter of Credit from time to time in the event of a bankruptcy filing by or against Tenant and/or to compensate Landlord, in such order as Landlord may determine, for all or any part of any unpaid rent, any damages arising from any termination of the Lease Security Deposit in accordance with the terms of the Lease, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by or against Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s failure. Any amount of the Letter of Credit drawn in excess of the amount applied by Landlord to cure any such failure shall be held by Landlord as a cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under the Lease, Landlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure Tenant’s failure. After any such application by Landlord of the Letter of Credit or cash security deposit, as the case may be, Tenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the Lease, upon demand. Provided that Tenant is not then in default under the Lease, and no condition exists or event has occurred which after the expiration of any applicable notice or cure period would constitute such a default, within forty five (45) days after the later to occur of (i) the payment of the final Rent due from Tenant or (ii) the later to occur of the Term Expiration Date or the date on which Tenant surrenders the Premises to Landlord in compliance with Section 20 of the Lease, the Letter of Credit and any cash security deposit, to the extent not applied, shall be returned to the Tenant, without interest. In the event of a sale of the Building or lease, conveyance or transfer of the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding anything in this Exhibit G to the contrary, so long as: (A) Tenant shall not be, or have been, in Default under this Lease; (B) this Lease is still in full force and effect; (C) the three (3) year anniversary of the Rent Commencement Date has occurred; and (D) Tenant provides Landlord with written notice requesting the same (requirements (A) through (D), collectively, the “Letter of Credit Reduction Conditions”), then the Letter of Credit shall be reduced to $80,284.50 (the “Letter of Credit Reduction Amount”). If the Letter of Credit Reduction Conditions have been fully satisfied and the security deposit is then being held in cash, then Landlord shall return, within thirty (30) days following the satisfaction of the Letter of Credit Reduction Conditions, the applicable portion of the security deposit to Tenant to yield the Letter of Credit Reduction Amount, and if the security deposit is then being held in the form of the Letter of Credit, then Tenant shall cause a replacement letter of credit in the amount of the Letter of Credit Reduction Amount to be issued to Landlord meeting the requirements of this Exhibit G, whereupon Landlord shall simultaneously return the original Letter of Credit to Tenant. Further notwithstanding anything to the contrary contained herein, in no event shall the security deposit or Letter of Credit be in an amount less than the Letter of Credit Reduction Amounthereof.
Appears in 1 contract
Letter of Credit Requirements. This Exhibit is attached to and made a part The Letter of the Office Lease Agreement (the “Lease”) Credit shall be issued by and between OPG 125 SUMMER OWNER (DE) LLCCity National Bank or by another money center bank which accepts deposits, a Delaware limited liability company (“Landlord”)maintains accounts, and ATEA PHARMACEUTICALSwhose deposits are insured by the FDIC, INC., a Delaware corporation (“Tenant”), for space and which is acceptable to Landlord in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Leaseits sole discretion. The Letter of Credit (as defined in the Lease) shall be for the amount set forth in Section 1 of the Leasea form and content acceptable to Landlord, subject substantially similar to the terms form attached hereto as Exhibit E. Such Letter of Section 6 Credit shall be transferable one or more times by Landlord, without the consent of the LeaseTenant. The Letter of Credit (i) shall be irrevocable and shall be issued drawable by Landlord upon presentation of a commercial bank that has a financial condition reasonably acceptable sight draft or demand to Landlord and has an office in Boston, Massachusetts or New York City that accepts requests for draws on the Letter of Credit (provided, that, such commercial bank need not have an office in such locations as long as, upon request, such commercial bank agrees to review and approve in advance any draw under the Letter of Credit by facsimile or .pdf copies of the form of drawing certificate and sight draft relating to such draws and accepts actual draws by overnight mail), (ii) shall require only the presentation to the issuer of along with a certificate of the holder of the Letter of Credit stating written certification that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the this Lease, . Landlord may (iiibut shall not be required to) shall be payable to Landlord present such a sight draft or its successors in interest as the Landlord demand and shall be freely transferable without cost to any such successor draw upon all or any lender holding a collateral assignment of portion (at Landlord’s interest in option) of the Lease, Letter of Credit if (ivi) shall be for an initial term the Letter of Credit has not less than one year been renewed and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five replaced by Tenant by thirty (4530) days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term date of the Letter of Credit for the final period shall be for a term ending not earlier than the date forty five (45) days after the last day of the Term. In the event that the issuer ceases to be reasonably acceptable to Landlord, due to a deterioration in its financial condition or change in status that threatens to compromise Landlord’s ability to draw on the Letter of Credit as determined in good faith by Landlord, then Tenant shall provide a replacement Letter of Credit from an issuer satisfying the terms of this Exhibit within thirty (30) days after Landlord’s notice of such event. Landlord shall be entitled to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease and transmittal of a default notice or the running of any cure period is barred or tolled by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire after the expiration of the effective Letter of Credit, or (bii) Tenant commits a default under the Lease, with all cure periods having first expired. The Letter of Credit shall expire not earlier than twelve (12) months after the date of delivery thereof to Landlord and shall provide that same be automatically renewed for successive twelve (12)-month periods through a date which is not earlier than sixty (60) days after the then-applicable Expiration Date of this Lease, or any renewal or extension thereof, unless written notice of nonrenewal has been given by the issuing bank to Landlord by registered or certified mail, return receipt requested, not less than sixty (60) days prior to the expiration of the current period. If the issuing bank does not renew the Letter of Credit, and if Tenant does not deliver a substitute Letter of Credit at least thirty (30) days before prior to the scheduled expiration of the Letter of Creditcurrent period (which failure shall constitute a Time Sensitive Default hereunder), Tenant has not delivered then, in addition to any other rights granted to Landlord a new Letter of Credit in accordance with this Exhibit. Without limiting the generality of the foregoing, Landlord may, but shall not be obligated to, draw on the Letter of Credit from time to time in the event of a bankruptcy filing by or against Tenant and/or to compensate Landlord, in such order as Landlord may determine, for all or any part of any unpaid rent, any damages arising from any termination of the Lease in accordance with the terms of the Lease, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by or against Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s failure. Any amount of the Letter of Credit drawn in excess of the amount applied by Landlord to cure any such failure shall be held by Landlord as a cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under the Lease, Landlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure Tenant’s failure. After any such application by Landlord of the Letter of Credit or cash security deposit, as the case may be, Tenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the Lease, upon demand. Provided that Tenant is not then in default under the Lease, and no condition exists or event has occurred which after the expiration of any applicable notice or cure period would constitute such a default, within forty five (45) days after the later to occur of (i) the payment of the final Rent due from Tenant or (ii) the later to occur of the Term Expiration Date or the date on which Tenant surrenders the Premises to Landlord in compliance with Section 20 of the Lease, the Letter of Credit and any cash security deposit, to the extent not applied, shall be returned to the Tenant, without interest. In the event of a sale of the Building or lease, conveyance or transfer of the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding anything in this Exhibit G to the contrary, so long as: (A) Tenant shall not be, or have been, in Default under this Lease; (B) this Lease is still in full force and effect; (C) the three (3) year anniversary of the Rent Commencement Date has occurred; and (D) Tenant provides Landlord with written notice requesting the same (requirements (A) through (D), collectively, the “Letter of Credit Reduction Conditions”), then the Letter of Credit shall be reduced to $80,284.50 (the “Letter of Credit Reduction Amount”). If the Letter of Credit Reduction Conditions have been fully satisfied and the security deposit is then being held in cash, then Landlord shall return, within thirty (30) days following the satisfaction of the Letter of Credit Reduction Conditions, the applicable portion of the security deposit to Tenant to yield the Letter of Credit Reduction Amount, and if the security deposit is then being held in the form of the Letter of Credit, then Tenant shall cause a replacement letter of credit in the amount of the Letter of Credit Reduction Amount to be issued to Landlord meeting the requirements of this Exhibit G, whereupon Landlord shall simultaneously return the original Letter of Credit to Tenant. Further notwithstanding anything to the contrary contained herein, in no event shall the security deposit or Letter of Credit be in an amount less than the Letter of Credit Reduction Amount.this
Appears in 1 contract
Letter of Credit Requirements. This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and ATEA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease. The Letter of Credit (as defined in the Lease) shall be for the amount set forth in Section 1 of the Lease, subject to the terms of Section 6 of the LeaseOriginal Amount. The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank that has a financial condition reasonably acceptable to Landlord and that has an office in Boston, Massachusetts or New York City or Chicago, Illinois that accepts requests for draws on the Letter of Credit (provided, that, such commercial bank need not have an office in such locations as long as, upon request, such commercial bank agrees to review and approve in advance any draw under the Letter of Credit by facsimile or .pdf copies of the form of drawing certificate and sight draft relating to such draws and accepts actual draws by overnight mail)Credit, (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the Lease, (iii) shall be payable to Landlord or its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s 's interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five (45) days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period shall be for a term ending not earlier than the date forty five thirty (4530) days after the last day of the Term. In the event that the issuer ceases to be reasonably acceptable to Landlord, due to a deterioration in its financial condition or change in status that threatens to compromise Landlord’s ability to draw on the Letter of Credit as determined in good faith by Landlord, then Tenant shall provide a replacement Letter of Credit from an issuer satisfying the terms of this Exhibit within thirty (30) days after Landlord’s notice of such event. Landlord shall be entitled to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease and transmittal of a default notice or the running of any cure period is barred or tolled by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire after prior to the expiration of the Letter of Credit, or (b) not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this ExhibitSchedule. Without limiting the generality of the foregoing, Landlord may, but shall not be obligated to, draw on the Letter of Credit from time to time in the event of a bankruptcy filing by or against Tenant and/or to compensate Landlord, in such order as Landlord may determine, for all or any part of any unpaid rent, any damages arising from any termination of the Lease in accordance with the terms of the Lease, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by or against Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s 's failure. Any amount of the Letter of Credit drawn in excess of the amount applied by Landlord to cure any such failure shall be held by Landlord as a cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under the this Lease, Landlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure Tenant’s 's failure. After any such application by Landlord of the Letter of Credit or cash security deposit, as the case may be, Tenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the Lease, upon demand. Provided that Tenant is not then in default under the Lease, and no condition exists or event has occurred which after the expiration of any applicable notice or cure period would constitute such a default, within forty five thirty (4530) days after the later to occur of (i) the payment of the final Rent due from Tenant expiration or (ii) the later to occur sooner termination of the Term Expiration Date or the date on which Tenant surrenders the Premises to Landlord in compliance with Section 20 of the Lease, the Letter of Credit and any cash security deposit, to the extent not applied, shall be returned to the Tenant, without interest. In the event of a sale of the Premises, Building or lease, conveyance or transfer of the Premises or the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding anything Exhibit A The Property Tract I: The Northerly 113 feet of Lot 2-3, Block 2, MUNCIE INDUSTRIAL PARK, an addition in this Exhibit G to Kansas City, Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxx XX: Xhe South 157.00 feet of Lot 2-3 and the contraryNorth 169.70 feet of Lot 2-4, so long asBlock 2, MUNCIE INDUSTRIAL PARK, a subdivision of land in Kaxxxx Xxxx, Xxxxxxxxx Xxxxxx, Xxxxxx. Xxact III: (A) Tenant shall not be, or have beenAll of Lot 2-2, in Default under this Lease; (B) this Lease is still Block 2, MUNCIE INDUSTRIAL PARK, a subdivision in full force Kansas Xxxx, Xxxxxxxxx Xxxxxx, Xxxxxx. Exhibit B Annual Fixed Rent LEASE YEAR ANNUAL AMOUNT MONTHLY PAYMENT ---------- ------------- --------------- 1 $226,320 $18,860 2 $230,846 $19,237 3 $235,463 $19,622 4 $240,172 $20,014 5 $244,975 $20,415 6 $249,875 $20,823 7 $254,873 $21,239 8 $259,970 $21,664 9 $265,169 $22,097 10 $270,472 $22,539 Exhibit C Rules and effect; (C) the three (3) year anniversary of the Rent Commencement Date has occurred; and (D) Tenant provides Landlord with written notice requesting the same (requirements (A) through (D), collectively, the “Letter of Credit Reduction Conditions”), then the Letter of Credit shall be reduced to $80,284.50 (the “Letter of Credit Reduction Amount”). If the Letter of Credit Reduction Conditions have been fully satisfied and the security deposit is then being held in cash, then Landlord shall return, within thirty (30) days following the satisfaction of the Letter of Credit Reduction Conditions, the applicable portion of the security deposit to Tenant to yield the Letter of Credit Reduction Amount, and if the security deposit is then being held in the form of the Letter of Credit, then Tenant shall cause a replacement letter of credit in the amount of the Letter of Credit Reduction Amount to be issued to Landlord meeting the requirements of this Exhibit G, whereupon Landlord shall simultaneously return the original Letter of Credit to Tenant. Further notwithstanding anything to the contrary contained herein, in no event shall the security deposit or Letter of Credit be in an amount less than the Letter of Credit Reduction Amount.Regulations
Appears in 1 contract
Samples: Agreement (Dayton Superior Corp)
Letter of Credit Requirements. This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between OPG 125 SUMMER 500 BOYLSTON & 222 BERKELEY OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and ATEA PHARMACEUTICALSresTORbio, INC., a Delaware corporation Inc. (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease. The Letter of Credit (as defined in the Lease) shall be for the amount set forth in Section 1 of the Lease, subject to the terms of Section 6 of the Lease. The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank that has a financial condition reasonably acceptable to Landlord and (Landlord hereby approving Silicon Valley Bank or Xxxxx Fargo as the issuer of such Letter of Credit) that either (a) has an office in Boston, Massachusetts or New York City that accepts requests for draws on the Letter of Credit or (provided, that, such commercial bank need not have an office in such locations as long as, upon request, such commercial bank agrees to review and approve in advance any draw under b) permits requests for draws on the Letter of Credit by facsimile or .pdf copies of the form of drawing certificate and sight draft relating to such draws and accepts actual draws be made by overnight mail)courier service or by facsimile, (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the Lease, (iii) shall be payable to Landlord or its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five (45) days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period shall be for a term ending not earlier than the date forty five (45) days after the last day of the Term. In the event that the issuer ceases to be reasonably acceptable to Landlord, due to a deterioration in its financial condition or change in status that threatens to compromise Landlord’s ability to draw on the Letter of Credit as determined in good faith by Landlord, then Tenant shall provide a replacement Letter of Credit from an issuer satisfying the terms of this Exhibit within thirty (30) days after Landlord’s notice of such event. Landlord shall be entitled to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease and transmittal of a default notice or the running of any cure period is barred or tolled by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire after the expiration of the Letter of Credit, or (b) not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Exhibit. Without limiting the generality of the foregoing, Landlord may, but shall not be obligated to, draw on the Letter of Credit from time to time in the event of a bankruptcy filing by or against Tenant and/or to compensate Landlord, in such order as Landlord may determine, for all or any part of any unpaid rent, any damages arising from any termination of the Lease in accordance with the terms of the Lease, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by or against Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s failure. Any amount of the Letter of Credit drawn in excess of the amount applied by Landlord to cure any such failure shall be held by Landlord as a cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under the Lease, Landlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure Tenant’s failure. After any such application by Landlord of the Letter of Credit or cash security deposit, as the case may be, Tenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the Lease, upon demand. Provided that Tenant is not then in default under the Lease, and no condition exists or event has occurred which after the expiration of any applicable notice or cure period would constitute such a default, within forty five (45) days after the later to occur of (i) the payment of the final Rent due from Tenant or (ii) the later to occur of the Term Expiration Date or the date on which Tenant surrenders the Premises to Landlord in compliance with Section 20 of the Lease, the Letter of Credit and any cash security deposit, to the extent not applied, shall be returned to the Tenant, without interest. In the event of a sale of the Building or lease, conveyance or transfer of the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding anything in this Exhibit G to the contrary, so long as: (A) Tenant shall not be, or have been, in Default under this Lease; (B) this Lease is still in full force and effect; (C) the three (3) year anniversary of the Rent Commencement Date has occurred; and (D) Tenant provides Landlord with written notice requesting the same (requirements (A) through (D), collectively, the “Letter of Credit Reduction Conditions”), then the Letter of Credit shall be reduced to $80,284.50 (the “Letter of Credit Reduction Amount”). If the Letter of Credit Reduction Conditions have been fully satisfied and the security deposit is then being held in cash, then Landlord shall return, within thirty (30) days following the satisfaction of the Letter of Credit Reduction Conditions, the applicable portion of the security deposit to Tenant to yield the Letter of Credit Reduction Amount, and if the security deposit is then being held in the form of the Letter of Credit, then Tenant shall cause a replacement letter of credit in the amount of the Letter of Credit Reduction Amount to be issued to Landlord meeting the requirements of this Exhibit G, whereupon Landlord shall simultaneously return the original Letter of Credit to Tenant. Further notwithstanding anything to the contrary contained herein, in no event shall the security deposit or Letter of Credit be in an amount less than the Letter of Credit Reduction Amount.’s
Appears in 1 contract
Letter of Credit Requirements. This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and ATEA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease. The Letter of Credit (as defined in the Lease) shall be for the amount set forth in Section 1 of the Lease, subject to the terms of Section 6 of the Lease. The Letter of Credit (i) shall be at sight, irrevocable and shall be issued by a commercial bank that has a financial condition reasonably acceptable to Landlord and has an office in Boston, Massachusetts or New York City that accepts requests for draws on the Letter of Credit (provided, that, such commercial bank need not have an office in such locations as long as, upon request, such commercial bank agrees to review and approve in advance any draw under the Letter of Credit by facsimile or .pdf copies of the form of drawing certificate and sight draft relating to such draws and accepts actual draws by overnight mail)unconditional, (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the Leasemaintained in effect, (iii) shall be payable to Landlord whether through replacement, renewal or its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Leaseextension, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five (45) days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period shall be for a term ending not earlier than from the Commencement Date and continuing until the date forty five (45the “LC Expiration Date”) which is one hundred (100) days after the last day of the Term. In the event that the issuer ceases to be reasonably acceptable to LandlordExpiration Date, due to and Subtenant shall deliver a deterioration in its financial condition or change in status that threatens to compromise Landlord’s ability to draw on the new Letter of Credit as determined in good faith by Landlord, then Tenant shall provide a replacement Letter or certificate of Credit from an issuer satisfying the terms of this Exhibit within renewal or extension to Sublandlord at least thirty (30) days after Landlord’s notice of such event. Landlord shall be entitled prior to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease and transmittal of a default notice or the running of any cure period is barred or tolled by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire after the expiration of the Letter of CreditCredit then held by Sublandlord, or without any action whatsoever on the part of Sublandlord, (biii) not less than thirty subject to “International Standby Practices 98” International Chamber Of Commerce Publication No. 590, (30iv) days before fully assignable by Sublandlord, and (v) permit partial draws. In addition to the scheduled expiration foregoing, the form and terms of the Letter of CreditCredit shall provide, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Exhibit. Without limiting the generality of the foregoing, Landlord may, but shall not be obligated to, draw on the Letter of Credit from time to time in the event of a bankruptcy filing by or against Tenant and/or to compensate Landlordamong other things, in such order as Landlord may determine, for all or any part of any unpaid rent, any damages arising from any termination of effect that: (A) Sublandlord shall have the Lease in accordance with the terms of the Lease, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by or against Tenant. Landlord may, but shall not be obligated to, apply the right to draw down an amount so drawn up to the extent necessary to cure Tenant’s failure. Any face amount of the Letter of Credit drawn (1) upon the presentation to the Bank of Sublandlord’s written statement that Sublandlord is entitled to draw down on the Letter of Credit in excess of the amount applied by Landlord of such draw pursuant to cure any such failure the terms and conditions of this Sublease, and no other document or certification from Sublandlord shall be held by Landlord required other than its written statement to this effect (a “Default Draw”), (2) Subtenant, as applicant, shall have failed to provide to Sublandlord a cash security deposit for new or renewal Letter of Credit satisfying the performance by Tenant terms of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under the Lease, Landlord may, but shall not be obliged to, apply the cash security deposit this Section 12 at least thirty (30) days prior to the extent necessary to cure Tenant’s failure. After any such application by Landlord expiration of the Letter of Credit then held by Sublandlord, (3) if Subtenant has filed a voluntary petition under the Federal Bankruptcy Code or cash security deposit(4) if an involuntary petition has been filed against Subtenant under the Federal Bankruptcy Code, as the case may be, Tenant shall reinstate and Subtenant has failed to have such involuntary petition discharged within sixty (60) days of such filing; and (B) the Letter of Credit will be honored by the Bank without inquiry as to the amount originally required accuracy thereof and regardless of whether Subtenant disputes the SMRH:473310031.19 -30- 000 XXXXXX XXXXX XXXXXXXXX. SUBLEASE - PROTHENA BIOSCIENCES FINAL EXECUTION VERSION 0SDM-159614 SV\1619361.8 content of such statement. Sublandlord confirms and agrees that Sublandlord shall only be entitled to be maintained make a Default Draw when permitted under the Lease, upon demand. Provided that Tenant is not then in default under the Lease, Section 12.5 and no condition exists or event has occurred which after the expiration of any applicable notice or cure period would constitute such a default, within forty five (45) days after the later to occur of (i) the payment of the final Rent due Sublandlord shall only make draws from Tenant or (ii) the later to occur of the Term Expiration Date or the date on which Tenant surrenders the Premises to Landlord in compliance with Section 20 of the Lease, the Letter of Credit and any cash security deposit, in the amounts of damages that Sublandlord reasonably believes Sublandlord will suffer in connection with the event giving rise to the extent not applieddraw. Notwithstanding the foregoing, shall be returned to the Tenant, without interest. In in the event of any failure by Subtenant to provide a sale of the Building substitution or lease, conveyance or transfer of the Building, Landlord shall transfer the replacement Letter of Credit or cash security deposit to the transferee. Upon such transferwhen required under this Section 12, the transferring Landlord Sublandlord shall be released by Tenant from all liability for entitled to draw down upon the return of such security, and Tenant agrees to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding anything in this Exhibit G to the contrary, so long as: (A) Tenant shall not be, or have been, in Default under this Lease; (B) this Lease is still in full force and effect; (C) the three (3) year anniversary of the Rent Commencement Date has occurred; and (D) Tenant provides Landlord with written notice requesting the same (requirements (A) through (D), collectively, the “Letter of Credit Reduction Conditions”), then the Letter of Credit shall be reduced to $80,284.50 (the “Letter of Credit Reduction Amount”). If the Letter of Credit Reduction Conditions have been fully satisfied and the security deposit is then being held in cash, then Landlord shall return, within thirty (30) days following the satisfaction of the Letter of Credit Reduction Conditions, the applicable portion of the security deposit to Tenant to yield the Letter of Credit Reduction Amount, and if the security deposit is then being held in the form entire amount of the Letter of Credit, then Tenant shall cause a replacement letter of credit in the amount of the Letter of Credit Reduction Amount to be issued to Landlord meeting the requirements of this Exhibit G, whereupon Landlord shall simultaneously return the original Letter of Credit to Tenant. Further notwithstanding anything to the contrary contained herein, in no event shall the security deposit or Letter of Credit be in an amount less than the Letter of Credit Reduction Amount.
Appears in 1 contract
Samples: Sublease (Prothena Corp PLC)
Letter of Credit Requirements. This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and ATEA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease. The Letter of Credit (as defined in the Lease) shall be for the amount set forth in Section 1 of the Lease, subject to the terms of Section 6 of the LeaseOriginal Amount. The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank that has a financial condition reasonably acceptable to Landlord and that has an office in Boston, Massachusetts or New York City or Chicago, Illinois that accepts requests for draws on the Letter of Credit (provided, that, such commercial bank need not have an office in such locations as long as, upon request, such commercial bank agrees to review and approve in advance any draw under the Letter of Credit by facsimile or .pdf copies of the form of drawing certificate and sight draft relating to such draws and accepts actual draws by overnight mail)Credit, (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the Lease, (iii) shall be payable to Landlord or its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s 's interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five (45) days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period shall be for a term ending not earlier than the date forty five thirty (4530) days after the last day of the Term. In the event that the issuer ceases to be reasonably acceptable to Landlord, due to a deterioration in its financial condition or change in status that threatens to compromise Landlord’s ability to draw on the Letter of Credit as determined in good faith by Landlord, then Tenant shall provide a replacement Letter of Credit from an issuer satisfying the terms of this Exhibit within thirty (30) days after Landlord’s notice of such event. Landlord shall be entitled to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease and transmittal of a default notice or the running of any cure period is barred or tolled by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire after prior to the expiration of the Letter of Credit, or (b) not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this ExhibitSchedule. Without limiting the generality of the foregoing, Landlord may, but shall not be obligated to, draw on the Letter of Credit from time to time in the event of a bankruptcy filing by or against Tenant and/or to compensate Landlord, in such order as Landlord may determine, for all or any part of any unpaid rent, any damages arising from any termination of the Lease in accordance with the terms of the Lease, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by or against Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s 's failure. Any amount of the Letter of Credit drawn in excess of the amount applied by Landlord to cure any such failure shall be held by Landlord as a cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under the this Lease, Landlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure Tenant’s 's failure. After any such application by Landlord of the Letter of Credit or cash security deposit, as the case may be, Tenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the Lease, upon demand. Provided that Tenant is not then in default under the Lease, and no condition exists or event has occurred which after the expiration of any applicable notice or cure period would constitute such a default, within forty five thirty (4530) days after the later to occur of (i) the payment of the final Rent due from Tenant expiration or (ii) the later to occur sooner termination of the Term Expiration Date or the date on which Tenant surrenders the Premises to Landlord in compliance with Section 20 of the Lease, the Letter of Credit and any cash security deposit, to the extent not applied, shall be returned to the Tenant, without interest. In the event of a sale of the Premises, Building or lease, conveyance or transfer of the Premises or the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding anything in this Exhibit G to the contrary, so long as: (A) Tenant shall not be, or have been, in Default under this Lease; (B) this Lease is still in full force and effect; (C) the three (3) year anniversary of the Rent Commencement Date has occurred; and (D) Tenant provides Landlord with written notice requesting the same (requirements (A) through (D), collectively, the “Letter of Credit Reduction Conditions”), then the Letter of Credit shall be reduced to $80,284.50 (the “Letter of Credit Reduction Amount”). If the Letter of Credit Reduction Conditions have been fully satisfied and the security deposit is then being held in cash, then Landlord shall return, within thirty (30) days following the satisfaction of the Letter of Credit Reduction Conditions, the applicable portion of the security deposit to Tenant to yield the Letter of Credit Reduction Amount, and if the security deposit is then being held in the form of the Letter of Credit, then Tenant shall cause a replacement letter of credit in the amount of the Letter of Credit Reduction Amount to be issued to Landlord meeting the requirements of this Exhibit G, whereupon Landlord shall simultaneously return the original Letter of Credit to Tenant. Further notwithstanding anything to the contrary contained herein, in no event shall the security deposit or Letter of Credit be in an amount less than the Letter of Credit Reduction Amount.A The Property
Appears in 1 contract
Samples: Lease (Dayton Superior Corp)
Letter of Credit Requirements. This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between OPG 125 SUMMER MP PARCEL OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and ATEA PHARMACEUTICALSIKENA ONCOLOGY, INC., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx XX 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease. The Letter of Credit (as defined in the Lease) shall be for the amount set forth in Section 1 of the Lease, subject to the terms of Section 6 of the Lease. The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank that has a financial condition reasonably acceptable to Landlord and has an office be able to be drawn upon in Boston, Massachusetts or New York City that accepts requests for draws on the Letter of Credit (provided, that, such commercial bank need not have an office in such locations as long as, upon request, such commercial bank agrees to review and approve in advance any draw under the Letter of Credit or by facsimile or .pdf copies of the form of drawing certificate and sight draft relating to such draws and accepts actual draws by overnight mail)presentation, (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the Lease, (iii) shall be payable to Landlord or its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty five thirty (4530) days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period shall be for a term ending not earlier than the date forty five (45) days after the last day of the Term. In the event that the issuer ceases to be reasonably acceptable to Landlord, due to a deterioration in its financial condition or change in status that threatens to compromise Landlord’s ability to draw on the Letter of Credit as determined in good faith by Landlord, then Tenant shall provide a replacement Letter of Credit from an issuer satisfying the terms of this Exhibit within thirty (30) days after Landlord’s notice of such event. Landlord shall be entitled to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease and transmittal of a default notice or the running of any cure period is barred or tolled by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire after the expiration of the Letter of Creditperiods, or (b) not less than thirty (30) days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Exhibit. Without limiting the generality of the foregoing, Landlord may, but shall not be obligated to, draw on the Letter of Credit from time to time in the event of a bankruptcy filing by or against Tenant and/or to compensate Landlord, in such order as Landlord may determine, for all or any part of any unpaid rent, any damages arising from any termination of the Lease in accordance with the terms of the Lease, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by or against Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s failure. Any amount of the Letter of Credit drawn in excess of the amount applied by Landlord to cure any such failure shall be held by Landlord as a cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under the LeaseLease after the expiration of any applicable notice and cure periods, Landlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure Tenant’s failure. After any such application by Landlord of the Letter of Credit or cash security deposit, as the case may be, Tenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the Lease, upon within ten (10) Business Days after Landlord’s written demand. Provided that Tenant is not then in default under the Lease, and no condition exists or event has occurred which after the expiration of any applicable notice or cure period would constitute such a default, within forty five (45) days after the later to occur of (i) the payment of the final Rent due from Tenant or (ii) the later to occur of the Term Expiration Date or the date on which Tenant surrenders the Premises to Landlord in compliance with Section 20 19 of the Lease and Section 3 of Exhibit F to the Lease, the Letter of Credit and any cash security deposit, to the extent not applied, shall be returned to the Tenant, without interest. In the event of a sale of the Building or lease, conveyance or transfer of the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding anything in this Exhibit G to the contrary, so long as: (A) Tenant shall not be, or have been, in Default under this Lease; (B) this Lease is still in full force and effect; (C) the three (3) year anniversary of the Rent Commencement Date has occurred; and (D) Tenant provides Landlord with written notice requesting the same (requirements (A) through (D), collectively, the “Letter of Credit Reduction Conditions”), then the Letter of Credit shall be reduced to $80,284.50 (the “Letter of Credit Reduction Amount”). If the Letter of Credit Reduction Conditions have been fully satisfied and the security deposit is then being held in cash, then Landlord shall return, within thirty (30) days following the satisfaction of the Letter of Credit Reduction Conditions, the applicable portion of the security deposit to Tenant to yield the Letter of Credit Reduction Amount, and if the security deposit is then being held in the form of the Letter of Credit, then Tenant shall cause a replacement letter of credit in the amount of the Letter of Credit Reduction Amount to be issued to Landlord meeting the requirements of this Exhibit G, whereupon Landlord shall simultaneously return the original Letter of Credit to Tenant. Further notwithstanding anything to the contrary contained herein, in no event shall the security deposit or Letter of Credit be in an amount less than the Letter of Credit Reduction Amount.EXHIBIT H FORM OF SNDA [Omitted] EXHIBIT I FORM OF NDA [Omitted] EXHIBIT J BASELINE CONDITION [Omitted]
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Letter of Credit Requirements. This Exhibit is attached Each letter of credit provided to Landlord hereunder as the Security Deposit shall be in the form of an unconditional, irrevocable, standby letter of credit which shall be in full force and made a part effect for the periods required hereby, and shall meet all of the Office Lease Agreement following conditions (the “Lease”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and ATEA PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), for space in the Building located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. Capitalized terms used but not defined herein shall have the meanings given in the Lease. The a" Letter of Credit Credit"): (as defined in the Leasea) shall be for the amount set forth in Section 1 of the Lease, subject to the terms of Section 6 of the Lease. The Letter of Credit (i) shall be irrevocable and it shall be issued for the benefit of Landlord by a commercial bank that has a financial condition reasonably acceptable to Landlord and has an office in Boston, Massachusetts or New York City that accepts requests for draws "Eligible Bank" (defined below) approved by Landlord; (b) it shall be effective on the Letter date of Credit (provided, that, such commercial bank need not this Lease and have an office in such locations as long as, upon request, such commercial bank agrees to review and approve in advance any draw under the Letter of Credit by facsimile or .pdf copies of the form of drawing certificate and sight draft relating to such draws and accepts actual draws by overnight mail), (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the Lease, (iii) shall be payable to Landlord or its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) shall be for an initial term of not less than one (1) year following its date of issuance and contain a provision that such term shall be automatically renewed for successive oneautomatic year-to-year periods unless renewal provisions subject to the issuer shall, Letter of Credit issuer's obligation to notify Landlord in writing by certified or registered mail of non-renewal at least forty five thirty (4530) days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (vthe Letter of Credit; ( c) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term expiration date of the Letter of Credit for the final period Lease Year of the Term shall be for a term ending not earlier than the date forty at least ninety-five (4595) days after following the last day Expiration Date of the TermLease; ( d) it shall provide for the amount thereof as set forth in Section 4.6. In the event that the issuer ceases l to be reasonably acceptable available to Landlord, due to the Landlord in multiple drawings conditioned only upon presentation of a deterioration in its financial condition or change in status that threatens to compromise Landlord’s ability to draw on the Letter of Credit as determined in good faith by Landlord, then Tenant shall provide a replacement Letter of Credit from an issuer satisfying the terms of this Exhibit within thirty (30sight draft; ( e) days after Landlord’s notice of such event. Landlord it shall be entitled assignable by Landlord to draw upon the Letter of Credit for its full amount successors, assigns and mortgagees and by any successive beneficiaries thereof at no cost to transferor or transferee (Tenant agreeing to pay such charges in connection with any portion thereof if (a) Tenant shall fail to perform any of its obligations under the Lease after the expiration of any applicable notice and cure period, or fail to perform any of its obligations under the Lease and transmittal of a default notice or the running of any cure period is barred or tolled by applicable law, or fail to perform any of its obligations under the Lease and any applicable notice and cure period would expire after the expiration transfer of the Letter of Credit), and shall expressly permit multiple assignments; and reasonable discretion. (f) it shall be in such form as shall be acceptable to Landlord in its An "Eligible Bank" shall mean a commercial or (b) savings bank organized under the laws of the United States or any state thereof or the District of Columbia and having total assets in excess of $1,000,000,000.00, and reasonably determined by Landlord to have the ability to secure Tenant's obligations under the Lease by demonstrating to Landlord its financial fitness, such determination to include but not be limited to the demonstration that such financial institution has a rating of not less than thirty (30) days before the scheduled expiration BBB or its equivalent by Standard and Poors Corporation and subject to a Xxxxxxxx Watch Rating of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Exhibit. Without limiting the generality of the foregoing, Landlord may, but shall not be obligated to, draw on the Letter of Credit from time to time in the event of a bankruptcy filing by or against Tenant and/or to compensate Landlord, in such order as Landlord may determine, for all or any part of any unpaid rent, any damages arising from any termination of the Lease in accordance with the terms of the Lease, and/or any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by or against Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s failure. Any amount of the Letter of Credit drawn in excess of the amount applied by Landlord to cure any such failure shall be held by Landlord as a cash security deposit for the performance by Tenant of its obligations under the Lease. Any cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to perform any of its obligations under the Lease, Landlord may, but shall not be obliged to, apply the cash security deposit to the extent necessary to cure Tenant’s failure. After any such application by Landlord of the Letter of Credit or cash security deposit, as the case may be, Tenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the Lease, upon demand. Provided that Tenant is not then in default under the Lease, and no condition exists or event has occurred which after the expiration of any applicable notice or cure period would constitute such a default, within forty five (45) days after the later to occur of (i) the payment of the final Rent due from Tenant or (ii) the later to occur of the Term Expiration Date or the date on which Tenant surrenders the Premises to Landlord in compliance with Section 20 of the Lease, the Letter of Credit and any cash security deposit, to the extent not applied, shall be returned to the Tenant, without interest. In the event of a sale of the Building or lease, conveyance or transfer of the Building, Landlord shall transfer the Letter of Credit or cash security deposit to the transferee. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. Notwithstanding anything in this Exhibit G to the contrary, so long as: (A) Tenant shall not be, or have been, in Default under this Lease; (B) this Lease is still in full force and effect; (C) the three (3) year anniversary of the Rent Commencement Date has occurred; and (D) Tenant provides Landlord with written notice requesting the same (requirements (A) through (D), collectively, the “Letter of Credit Reduction Conditions”), then the Letter of Credit shall be reduced to $80,284.50 (the “Letter of Credit Reduction Amount”). If the Letter of Credit Reduction Conditions have been fully satisfied and the security deposit is then being held in cash, then Landlord shall return, within thirty (30) days following the satisfaction of the Letter of Credit Reduction Conditions, the applicable portion of the security deposit to Tenant to yield the Letter of Credit Reduction Amount, and if the security deposit is then being held in the form of the Letter of Credit, then Tenant shall cause a replacement letter of credit in the amount of the Letter of Credit Reduction Amount to be issued to Landlord meeting the requirements of this Exhibit G, whereupon Landlord shall simultaneously return the original Letter of Credit to Tenant. Further notwithstanding anything to the contrary contained herein, in no event shall the security deposit or Letter of Credit be in an amount less than the Letter of Credit Reduction Amount.C 6
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Samples: Lease (Acumen Pharmaceuticals, Inc.)
