Common use of Letter of Credit Requirements Clause in Contracts

Letter of Credit Requirements. The letter of credit shall be for the amount specified in the Lease to which this Exhibit is attached (as renewed, replaced, and/or reduced pursuant to the Lease or this Exhibit, the “Letter of Credit”). The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord that either has an office in Boston, Massachusetts or New York City or permits draws to be made by overnight courier delivery, (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 transferable to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, at no cost to Landlord or such transferee, (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least sixty (60) 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. 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, then Tenant shall provide a replacement Letter of Credit satisfying the terms of this Exhibit within thirty (30) days after notice of such event. 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 thirty (30) days after the last day of the Term. 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 this 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 running of any cure period is barred or tolled by applicable law), or (b) not less than 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 this Lease in accordance with its terms, and/or any damages arising from any rejection of this 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 to pay. Any amount 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. After any such application by Landlord of the Letter of Credit or security deposit, Tenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the Lease, upon demand (it being understood that such reinstatement obligation shall take into account both the then undrawn amount of the Letter of Credit and any unapplied cash security deposit then held by Landlord). If Tenant is then in compliance with all of its obligations under the Lease, 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, conveyance or transfer of the Building, Landlord shall transfer the Letter of Credit or security deposit to the transferee. Upon such delivery of the letter of credit or security deposit to the transferee, 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. EXHIBIT E CLEANING SPECIFICATIONS

Appears in 2 contracts

Samples: Lease (Rhythm Pharmaceuticals, Inc.), Lease (Rhythm Pharmaceuticals, Inc.)

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Letter of Credit Requirements. The letter of credit shall be for the amount specified in the Lease to which this Exhibit is attached (as renewed, replaced, and/or reduced pursuant to the Lease or this Exhibit, the “Letter of Credit”). The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord that either has an office in Bostonirrevocable, Massachusetts or New York City or permits draws to be made by overnight courier delivery, (ii) shall require only the presentation to the issuer unconditional letter 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 transferable to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, at no cost to Landlord or such transferee, (iv) shall be for credit with an initial term of not less than one (1) year and contain a provision that such term from the Commencement Date of this Agreement. Without further act or instrument required by PSLT-BLC Holdings, the Letter of Credit shall be automatically renewed for successive one-one year periods unless throughout the issuer shallremainder of the Term unless, at least sixty (60) not less than 30 days prior to the scheduled then current expiration datedate of the Letter of Credit with such reduction in the amount thereof as permitted under Paragraph 10(b), give Landlord notice the issuing bank notifies PSLT-BLC Holdings of its intention not to renew the Letter of Credit. The Letter of Credit (or any renewal, extension or replacement thereof) shall continue in full force and effect and shall be maintained in its full face amount for two full calendar months beyond the expiration of the Term of this Agreement (including any extension of the Term hereof). The Letter of Credit shall (i) be negotiable and freely transferable in connection with a sale or transfer of the Facilities or the interests in the Provident Lessors; (ii) be issued by a national banking association reasonably acceptable to PSLT-BLC Holdings; (iii) provide for payment of all or any portion of the face amount of the Letter of Credit to PSLT-BLC Holdings upon the receipt by the issuing bank of a statement signed by a representative of PSLT-BLC Holdings that PSLT-BLC Holdings is entitled to such nonrenewalamount pursuant to the terms of this Agreement, and (viv) shall be otherwise be in form and substance reasonably acceptable satisfactory to LandlordPSLT-BLC Holdings. In PSLT-BLC Holdings' receipt of notice from 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, then Tenant shall provide a replacement Letter of Credit satisfying the terms of this Exhibit within thirty (30) days after notice of such event. 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 thirty (30) days after the last day of the Term. 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 issuing bank of its obligations under this Lease after the expiration of any applicable notice and cure period (or fail intention not to perform any of its obligations under the Lease and transmittal of a default notice or running of any cure period is barred or tolled by applicable law), or (b) not less than 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 this Lease in accordance with its terms, and/or any damages arising from any rejection of this 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 to pay. Any amount 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. After any such application by Landlord of renew the Letter of Credit or security deposit, Tenant shall reinstate the BLC Holdings' failure to deliver a renewal or replacement Letter of Credit shall entitle PSLT-BLC Holdings to draw the amount originally required to be maintained under the Lease, upon demand (it being understood that such reinstatement obligation shall take into account both the then undrawn full face amount of the Letter of Credit and any unapplied cash retain such sum as security deposit then held by Landlord). If Tenant is then hereunder in compliance with all lieu of its obligations under the Lease, within thirty (30) days after the expiration or sooner termination of the Term the Letter of Credit and any security deposit, Credit. BLC Holdings' failure 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 maintain the Letter of Credit or to substitute a cash security deposit to the transferee. Upon such delivery of the letter of credit or security deposit to the transferee, the transferring Landlord as a replacement therefor 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 constitute 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. EXHIBIT E CLEANING SPECIFICATIONSdefault under this Agreement.

Appears in 2 contracts

Samples: Agreement Regarding (Provident Senior Living Trust), Agreement Regarding Leases (Brookdale Senior Living Inc.)

Letter of Credit Requirements. The letter of credit shall be for the amount specified in the Lease to which this Exhibit is attached (as renewed, replaced, and/or reduced pursuant to the Lease or this Exhibit, the “Letter of Credit”). The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord that either has an office in Bostonirrevocable, Massachusetts or New York City or permits draws to be made by overnight courier delivery, (ii) shall require only the presentation to the issuer unconditional letter 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 transferable to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, at no cost to Landlord or such transferee, (iv) shall be for credit with an initial term of not less than one (1) year and contain a provision that such term from the Commencement Date of this Agreement. Without further act or instrument required by PSLT-ALS Holdings, the Letter of Credit shall be automatically renewed for successive one-one year periods unless throughout the issuer shall, at least sixty (60) 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. 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, then Tenant shall provide a replacement Letter of Credit satisfying the terms of this Exhibit within thirty (30) days after notice of such event. Notwithstanding the foregoing, the term remainder of the Letter of Credit for the final period shall be for a term ending not earlier than the date thirty (30) days after the last day of the Term. 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 this 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 running of any cure period is barred or tolled by applicable law)Term unless, or (b) not less than 30 days before prior to the scheduled then current expiration date of the Letter of Credit, Tenant has the issuing bank notifies PSLT-ALS Holdings of its intention not delivered to Landlord a new renew the Letter of Credit. The Letter of Credit (or any renewal, extension or replacement thereof) shall continue in accordance with this Exhibit. Without limiting full force and effect and shall be maintained in its full face amount for two full calendar months beyond the generality expiration of the foregoing, Landlord may, but shall not be obligated to, draw on Term of this Agreement (including any extension of the Term hereof). The Letter of Credit from time to time shall (i) be negotiable and freely transferable in connection with a sale or transfer of the Facilities or the interests in the event Provident Lessors; (ii) be issued by a national banking association reasonably acceptable to PSLT-ALS Holdings; (iii) provide for payment 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 this Lease in accordance with its terms, and/or any damages arising from any rejection of this 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 to pay. Any amount drawn in excess portion of the face 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. After any such application by Landlord of the Letter of Credit or security depositto PSLT-ALS Holdings upon the receipt by the issuing bank of a statement signed by a representative of PSLT-ALS Holdings that PSLT-ALS Holdings is entitled to such amount pursuant to the terms of this Agreement, Tenant shall reinstate and (iv) be otherwise in form and substance reasonably satisfactory to PSLT-ALS Holdings. PSLT-ALS Holdings' receipt of notice from the issuing bank of its intention not to renew the Letter of Credit or ALS Holdings' failure to deliver a renewal or replacement Letter of Credit shall entitle PSLT-ALS Holdings to draw the amount originally required to be maintained under the Lease, upon demand (it being understood that such reinstatement obligation shall take into account both the then undrawn full face amount of the Letter of Credit and any unapplied cash retain such sum as security deposit then held by Landlord). If Tenant is then hereunder in compliance with all lieu of its obligations under the Lease, within thirty (30) days after the expiration or sooner termination of the Term the Letter of Credit and any security deposit, Credit. ALS Holdings' failure 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 maintain the Letter of Credit or to substitute a cash security deposit to the transferee. Upon such delivery of the letter of credit or security deposit to the transferee, the transferring Landlord as a replacement therefor 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 constitute 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. EXHIBIT E CLEANING SPECIFICATIONSdefault under this Agreement.

Appears in 2 contracts

Samples: Agreement (Provident Senior Living Trust), Agreement (Brookdale Senior Living Inc.)

Letter of Credit Requirements. The letter Letter of credit Credit (as defined in the Lease) shall be for the amount specified in the Lease to which this Exhibit is attached (as renewed, replaced, and/or reduced pursuant to the Lease or this Exhibit, the “Letter of Credit”)Original Amount. The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord that either has an office in Boston, Massachusetts or New York City or permits Chicago, Illinois that accepts requests for draws to be made by overnight courier deliveryon the Letter of 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, at no cost to Landlord or such transferee, (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least sixty forty five (6045) 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. 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, then Tenant shall provide a replacement Letter of Credit satisfying the terms of this Exhibit within thirty (30) days after notice of such event. 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 thirty (30) days after the last day of the Term. 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 this the 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 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 prior to the expiration of the Letter of Credit, or (b) not less than 30 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 this the Lease in accordance with its termsthe terms of the Lease, and/or any damages arising from any rejection of this 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 to pay'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 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 this 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 (it being understood demand. Provided that such reinstatement obligation shall take into account both the then undrawn amount of the Letter of Credit and any unapplied cash security deposit then held by Landlord). If Tenant is not then in compliance with all of its obligations 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 thirty (30) days after the expiration or sooner termination of the Term 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 delivery of the letter of credit or security deposit to the transfereetransfer, 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. EXHIBIT E CLEANING SPECIFICATIONSExhibit A The Property Lots 4, 5, 6, 7, 8, 9 and 10, Block 2 and the South 1/2 of vacated Thxxxxxx Xxxxxx xxxxx Xxxxx xx Xxxx 0 xnd 10 and Lots 1, 2, 3, 4, 5, 0, 0, 0, 9, and 10, Block 3, Arthur W. Davis Addixxxx xxx Xxxxxxxxxx 00 xxxx Xxuth of xxx Xxxxxxxxx xxxxxx xx Xxx 7, Block 4, Arthur W. Davis Addition, South 197 feet, thence West 00 xxxx, Xxxxx 000 xxxx, Xxxx 245.7 feet, South 650 feet, West 150 feet, Southerly along MKT Railroad right of way to intersection of MKT, thence Northeasterly along MKT Railroad to point East of beginning, thence West to point of beginning, and that portion of vacated South Central Street adjacent thereto, and the South 1/2 of vacated Txxxxxxx Xxxxxx xxxxxent thereto, in Section 19, Township 31 South, Rxxxx 00 East of the 6th P.M., except xx xxxx xxxxxxx xx xx xxxx xxx xxxxxc highway or road, Labette County, Kansas. The South 1/2 of Lot 2 and all of Lot 3, Block 2, A. W. Davis Addition, City of Parsons, Labette County, Xxxxxx. Xxx 0 xxx xxx Xxrth 1/2 of Lot 2, Bxxxx 0, A. W. Davis Addition, City of Parsons, Labette County, Xxxxxx, xxx xxx Xxxxx 0/0 of vacated Thorntox Xxxxxe adjacent to Lot 1. Lots 5, 6, 7, 8 and 9 and the Norxx 0/0 xf vacated Thornton Avenue adxxxxxx xx Xxxx 0, 0 xxx 0, Xxxxx 0, X, W. Davis Firxx Xxxxxion, City of Parsons, Xxxxxxx Xxxxxx, Xxxxxx. Xxxxxxxxxx at the Southwest corner xx Xxx 10, Block 4, Arthur W. Davis Addition to the City of Parsons, thexxx Xxxxx 000 xxxx, xxxxxx Xxxx 436.88 feet to railroad rxxxx xx way, thence Northeasterly along railroad right of way to a point 450.60 feet East of point of beginning, thence West to point of beginning, Labette County, Kansas, except so much thereof as is used for alleyways or for public highway or road. Exhibit B Annual Fixed Rent LEASE YEAR ANNUAL AMOUNT MONTHLY PAYMENT ---------- ------------- --------------- 1 $240,000 $20,000 2 $244,800 $20,400 3 $249,696 $20,808 4 $254,690 $21,224 5 $259,784 $21,649 6 $264,980 $22,082 7 $270,280 $22,523 8 $275,686 $22,974 9 $281,200 $23,433 10 $286,824 $23,902 11 $292,561 $24,380 12 $298,412 $24,868 13 $304,380 $25,365 Exhibit C Rules and Regulations

Appears in 1 contract

Samples: Lease (Dayton Superior Corp)

Letter of Credit Requirements. Within sixty (60) days following the execution of this Lease, Lessee shall deliver to Lessor an irrevocable and unconditional standby letter of credit (the "Original Letter of Credit"), issued for the benefit of Lessor, to be held by Lessor as security for the performance by Lessee of Lessee's covenants and obligations hereunder. The Original Letter of Credit shall be in the amount of TWO HUNDRED NINETY THOUSAND AND NO/100 DOLLARS ($290,000.00) (such Original Letter of Credit and any substituted or replacement letter issued in accordance with this Section are collectively referred to as the "Letter of Credit"; the Letter of Credit, the proceeds thereof and any other monies paid hereunder are collectively referred to as the "Security Deposit"), shall have an expiration date not earlier than 365 days after the Commencement Date, as defined in this Lease Agreement, shall be issued by Silicon Valley Bank, or such other bank as may by approved by Lessor in writing, shall be transferrable in its entirety (but not in part) to any successor beneficiary, and shall be on such terms and conditions as Lessor reasonably requires. Not less than ninety (90) days prior to the expiration date of the Original Letter of Credit, and each year thereafter, Lessee shall deliver to Lessor a substituted or replacement letter of credit issued for the benefit of Lessor in the same amount as the Original Letter of Credit and with an expiration date not earlier than 365 days from issuance. Such substituted or replacement letter of credit shall be for in form, content and insured by Silicon Valley Bank, or such other bank as may by approved by Lessor in writing, which approval will not be unreasonably withheld or delayed. Lessor shall be able to draw upon the amount specified in the Lease to which this Exhibit is attached (as renewed, replaced, and/or reduced pursuant to the Lease or this Exhibit, the “Letter of Credit”). The Original Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord that either has an office in Boston, Massachusetts or New York City or permits draws to be made by overnight courier delivery, (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 transferable to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Leaseevent that, at no cost among other things, Lessee fails to Landlord deliver to Lessor such substituted or such transferee, (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least sixty (60) 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. 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, then Tenant shall provide a replacement Letter of Credit satisfying in the terms of this Exhibit within thirty (30) days after notice of such eventtime and manner required hereinabove. Notwithstanding the foregoing, the term of the Letter of Credit for the final period If Lessee shall be for a term ending not earlier than the date thirty (30) days after the last day of the Term. Landlord shall be entitled to draw upon the Letter of Credit for its full amount or at any portion thereof if (a) Tenant shall time fail to perform pay any of its obligations under this Lease after the expiration of Amount Due when due, or breaches any material covenant or material obligation hereunder and such breach continues beyond any applicable notice and cure period (or fail to perform any of its obligations under the Lease and transmittal of a default notice or running of any cure period is barred or tolled by applicable law)period, or (b) not less than 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 Lessor may, but shall not be obligated to, from time to time and without prejudice to any other remedy, draw on upon the Letter of Credit upon sight draft presented in strict compliance with the terms thereof, and use all or a portion of the resulting monies to the extent necessary for the payment of any such Amount Due or cure of such breach. Lessor shall retain any remaining monies as the "Security Deposit" hereunder. In the event Lessor applies the Security Deposit or a portion thereof as provided in this Section, Lessee shall immediately upon notice from time Lessor of such application pay the amount so applied to time Lessor, it being the intent of the parties that the Security Deposit to be held by Lessor always be in the amount stated herein. It is expressly understood and agreed, however, that the Security Deposit shall not be considered an advance payment of rent or a measure of Lessor's damages in the event of a bankruptcy filing default by Lessee. Upon Lessee's vacation of the Premises upon the expiration 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 other termination of this Lease in accordance with its terms, and/or any damages arising from any rejection of this 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 to pay. Any amount 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. After any such application by Landlord of the Letter of Credit or security deposit, Tenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the Lease, upon demand (it being understood and provided that such reinstatement obligation shall take into account both the then undrawn amount of the Letter of Credit and any unapplied cash security deposit then held by Landlord). If Tenant Lessee is not then in compliance with all default of any of its covenants or obligations under the this Lease, 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, Security Deposit shall be returned by Lessor to Lessee with interest as set forth herein. On the Tenantfirst (1st) day of April during the Term of this Lease, without interest. In the event of a sale of the Building or leaseLessee shall deliver to Lessor Lessee's most recent annual, conveyance or transfer of the Building, Landlord shall transfer the Letter of Credit or security deposit to the transferee. Upon such delivery of the letter of credit or security deposit to the transferee, the transferring Landlord shall be released by Tenant from all liability for the return of such security, audited financial statements 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, any other financial materials and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance. EXHIBIT E CLEANING SPECIFICATIONSinformation reasonably requested by

Appears in 1 contract

Samples: SQL Financials International Inc /De

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Letter of Credit Requirements. The letter of credit shall be for the amount specified in the Lease to which this Exhibit is attached (as renewed, replaced, and/or reduced pursuant to the Lease or this Exhibit, the “Letter of Credit”). The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord that either has an office in Boston, Massachusetts or Massachusetts, New York City City, or permits draws to be made other location approved by overnight courier deliveryLandlord, (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 transferable to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, at no cost to Landlord or such transferee, (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least sixty forty five (6045) 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. 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, then Tenant shall provide a replacement Letter of Credit satisfying the terms of this Exhibit within thirty (30) days after notice of such event. 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 thirty (30) days after the last day of the Term. 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 this 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 running of any cure period is barred or tolled by applicable law), or (b) not less than 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 this Lease in accordance with its terms, and/or any damages arising from any rejection of this 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 to pay. Any amount 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. After any such application by Landlord of the Letter of Credit or security deposit, Tenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the Lease, upon demand (it being understood that such reinstatement obligation shall take into account both the then undrawn amount of the Letter of Credit and any unapplied cash security deposit then held by Landlord). If Tenant is then not in compliance with all of its obligations default under the LeaseLease (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 security deposit to the transfereetransferee which succeeds to the interest of the Landlord under this Lease. Upon such delivery of the letter of credit or security deposit to the transfereetransfer, 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. EXHIBIT E CLEANING SPECIFICATIONS

Appears in 1 contract

Samples: NewStar Financial, Inc.

Letter of Credit Requirements. The letter Tenant shall deliver to Landlord simultaneously with its execution and delivery of credit shall be for this Lease an irrevocable Letter of Credit in the Security Deposit Amount payable in the Washington, D.C. metropolitan area, running in favor of Landlord issued by a federally insured bank, in the amount specified in of the Lease to which this Exhibit is attached (as renewed, replaced, and/or reduced pursuant to the Lease or this Exhibit, the “Letter of Credit”)Security Deposit Amount. The Letter of Credit (i) shall be irrevocable for the term thereof and shall be issued by provide that it is automatically renewable for a commercial bank reasonably acceptable to Landlord that either has an office in Boston, Massachusetts or New York City or permits draws to be made by overnight courier delivery, period ending not earlier than sixty (ii60) shall require only days after the presentation to the issuer of a certificate expiration of the holder Lease Term without any action whatsoever on the part of Landlord; provided that the issuing bank shall have the right not to renew said 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 written notice to Landlord or its successors in interest as the Landlord and shall be transferable to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, at no cost to Landlord or such transferee, (iv) shall be for an initial term of not less than one (1) year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least sixty (60) days prior to the scheduled expiration dateof the then current term thereof (it being understood, give however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Tenant to maintain such Letter of Credit with Landlord notice through the date which is sixty (60) days after the expiration of the term thereby demised). Each Letter of Credit shall be issued by a commercial bank that has a credit rating with respect to certificates of deposit, short term deposits or commercial paper rated at least P-2 (or equivalent) by Xxxxx’x Investor Services, Inc., or rated at least A-2 (or equivalent) by Standard & Poor’s Corporation, and shall be otherwise acceptable to Landlord in its sole but reasonable discretion. If the issuer’s credit rating is reduced below P-2 (or equivalent) by Xxxxx’x Investors Services, Inc. or below A-2 (or equivalent) by Standard & Poor’s Corporation, or if the financial condition of such nonrenewalissuer changes in any other materially adverse way, then Landlord shall have the right to require that Tenant obtain from a different issuer a substitute Letter of Credit that complies in all respects with the requirements of this Section, and Tenant’s failure to obtain such substitute Letter of Credit within ten (v10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) shall otherwise be entitle Landlord to immediately draw upon the then existing Letter of Credit in form and substance reasonably acceptable whole or in part, without notice to LandlordTenant. 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, then Tenant shall provide a replacement any Letter of Credit satisfying held by Landlord is placed into receivership or conservatorship by the terms Federal Deposit Insurance Corporation, or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said Letter of Credit shall be deemed to not meet the requirements of this Exhibit Section, and, within thirty ten (3010) days after thereof, Tenant shall replace such Letter of Credit with other collateral acceptable to Landlord in its sole but reasonable discretion, and Tenant’s failure to do so shall, notwithstanding anything in this Lease to the contrary, constitute an Event of Default for which there shall be no notice or grace or cure periods being applicable thereto other than the aforesaid ten (10) day period. Any failure or refusal of such event. Notwithstanding the foregoing, the term of issuer to honor the Letter of Credit for the final period shall be for a term ending not earlier than the date thirty (30) days after the last day of the Term. 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 this Lease after the expiration of any applicable notice at Tenant’s sole risk and cure period (or fail to perform any of its obligations under the Lease and transmittal of a default notice or running of any cure period is barred or tolled by applicable law), or (b) not less than 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 this Lease in accordance with its terms, and/or any damages arising from any rejection of this 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 to pay. Any amount 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 relieve Tenant of its obligations under the Lease. After any such application by Landlord of the Letter of Credit or security deposit, Tenant shall reinstate the Letter of Credit hereunder with respect to the amount originally required to be maintained under the Lease, upon demand (it being understood that such reinstatement obligation shall take into account both the then undrawn amount of the Letter of Credit and any unapplied cash security deposit then held by Landlord). If Tenant is then in compliance with all of its obligations under the Lease, 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, conveyance or transfer of the Building, Landlord shall transfer the Letter of Credit or security deposit to the transferee. Upon such delivery of the letter of credit or security deposit to the transferee, 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. EXHIBIT E CLEANING SPECIFICATIONSSecurity Deposit Amount.

Appears in 1 contract

Samples: And Attornment Agreement (Appian Corp)

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