Common use of Standby Letter of Credit Clause in Contracts

Standby Letter of Credit. Within fifteen (15) days after the Commencement Date, Landlord shall deliver a notice to Tenant specifying the anticipated amount, if any, of the Tenant Improvement Allowance in excess of $25 per rentable square foot used by Landlord related to the design and construction of the Tenant Improvements. Within thirty (30) days of Tenant's receipt of such notice, in addition to the Security Deposit, Tenant shall deposit with Landlord a "Standby Letter of Credit" in the amount of such excess Tenant Improvement Allowance. The Standby Letter of Credit shall: (i) be issued by a commercial bank, (ii) have an expiration date no earlier than the thirty-first (31st) month of the Lease Term, (iii) provide for payment of all or any part of such amount to Landlord upon the issuer's receipt of a sight draft from Landlord along with Landlord's certification that such specified amount is owing to Landlord with no other conditions, and (iv) otherwise in a form and content reasonably satisfactory to Landlord. Provided that no Event of Default by Tenant under this Lease has previously occurred or is then currently existing, Tenant's obligation to maintain the Standby Letter of Credit shall cease as of the first day of the thirty first (31 st) full calendar month of the Lease Term. In the event that an Event of Default by Tenant occurs prior to such date, then Tenant shall promptly provide to Landlord, prior to the expiration of the original Standby Letter of Credit a replacement Standby Letter of Credit satisfying the requirements set forth above, except that such replacement Standby Letter of Credit shall have an expiration date no earlier than the expiration date for the initial Lease Term. In the event that Tenant, after using diligent efforts, is unable to obtain a Standby Letter of Credit with the required term, Tenant shall be permitted to submit a Standby Letter of Credit with a lesser term, provided that such Standby Letter of Credit shall contain an "evergreen" renewal clause which allows the Standby Letter of Credit to be drawn in full unless a replacement Standby Letter of Credit, meeting the above requirements, is provided to Landlord at least twenty (20) days prior to the expiration of the existing Standby Letter of Credit. Any Standby Letter of Credit having a term expiring prior to the date through which Tenant is to provide a Standby Letter of Credit shall contain such an "evergreen" clause. The Standby Letter of Credit is never required to be in an amount greater than the unamortized amount of the excess Tenant Improvement Allowance from time to time (based upon a 60-month amortization schedule at 10% interest per annum). In the event that an Event of Default occurs while a Standby Letter of Credit is in effect, Landlord shall have the right to draw funds against such Standby Letter of Credit and use such funds in the same manner as allowed for the expenditure of funds from the Security Deposit.

Standby Letter of Credit. Within fifteen As an alternative to paying the Deposits in cash as described in Sections 3.2 (15b), (c), (d) days after the Commencement Dateor (e), Landlord shall deliver a notice to Tenant specifying the anticipated amountPurchaser may provide, if any, as of the Tenant Improvement Allowance in excess of $25 per rentable square foot used by Landlord related to dates required for the design and construction payment of the Tenant Improvements. Within thirty (30) days of Tenant's receipt of such notice, in addition to the Security relevant Deposit, Tenant shall deposit with Landlord irrevocable standby letter(s) of credit (as to each, including any renewals and reissuances of any such letter of credit, a "Standby Letter of Credit" "), naming Seller as beneficiary and drawable in amounts equal to such Deposit, in form substantially as set forth in Exhibit D hereto and otherwise acceptable to Seller, issued by first class financial institution(s) selected by Purchaser and acceptable to Seller. Seller agrees that first class financial institutions that at the amount time of such excess Tenant Improvement Allowance. The issuance and throughout the term of the Standby Letter of Credit shall: that maintain at least an "A" rating by Standard & Poor's shall be acceptable to Seller. If Purchaser intends to provide a Standby Letter of Credit, Purchaser will give Seller written notice no less than [ * ] days (ior shorter period in the case of Standby Letters of Credit to be delivered within [ * ] days of execution of this Agreement) prior to the relevant date of Deposit, which notice shall identify the proposed financial institution and contain the proposed form of Standby Letter of Credit. In no event shall Purchaser be issued by entitled to deliver a commercial bankStandby Letter of Credit in lieu of a cash Deposit if Purchaser is then in default in the performance of any of its obligations hereunder or under the Marubeni Purchase Agreement. Each Standby Letter of Credit shall be drawable at any time after issuance, (ii) and shall have an expiry date no earlier than [ * ] months after issuance provided that any Standby Letter of Credit with respect to delivery of a particular Aircraft shall not, in any event, require an expiry term in excess of [ * ] days following the end of the relevant Target Month for such Aircraft, as the same may be extended for all periods of Excusable Delay with respect to the relevant Aircraft. Not later than the date that is [ * ] days prior to the expiry date of each Standby Letter of Credit, Purchaser shall (a) cause such Standby Letter of Credit to be renewed and reissued in each case in the same amount and form as the Standby Letter of Credit originally issued and (b) cause such renewed and reissued Standby Letter of Credit to be delivered to Seller. Such renewed and reissued Standby Letter of Credit shall be drawable at and after the time of expiration of the Standby Letter of Credit it replaces and shall have an expiry date no earlier than the thirty-first (31st) month date which is [ * ] months from the expiry date of the Lease Term, (iii) provide for payment of all or any part of such amount to Landlord upon the issuer's receipt of a sight draft from Landlord along with Landlord's certification that such specified amount is owing to Landlord with no other conditions, and (iv) otherwise in a form and content reasonably satisfactory to Landlord. Provided that no Event of Default by Tenant under this Lease has previously occurred or is then currently existing, Tenant's obligation to maintain the Standby Letter of Credit shall cease as of the first day of the thirty first (31 st) full calendar month of the Lease Termit replaces. In the event that an Event any Standby Letter of Default by Tenant occurs prior Credit issuing bank becomes unacceptable to Seller, or the validity or enforceability of such dateStandby Letter of Credit becomes uncertain, then Tenant Purchaser shall promptly provide to Landlordwithin [ * ] Business Days of demand therefor by Seller, prior to the expiration against return by Seller of the original Standby Letter of Credit, provide to Seller a cash Deposit in the amount equal to such Standby Letter of Credit or a replacement Standby Letter of Credit satisfying the requirements set forth above, except that such replacement Standby Letter of Credit shall have an expiration date no earlier than the expiration date for the initial Lease Term. In the event that Tenant, after using diligent efforts, is unable to obtain a Standby Letter of Credit with the required term, Tenant like amount which shall be permitted in a form, and shall be issued by a financial institution, acceptable to submit a Standby Letter of Credit with a lesser term, provided that such Standby Letter of Credit shall contain an "evergreen" renewal clause which allows the Standby Letter of Credit to be drawn in full unless a replacement Standby Letter of Credit, meeting the above requirements, is provided to Landlord at least twenty (20) days prior to the expiration of the existing Standby Letter of Credit. Any Standby Letter of Credit having a term expiring prior to the date through which Tenant is to provide a Standby Letter of Credit shall contain such an "evergreen" clause. The Standby Letter of Credit is never required to be in an amount greater than the unamortized amount of the excess Tenant Improvement Allowance from time to time (based upon a 60-month amortization schedule at 10% interest per annum). In the event that an Event of Default occurs while a Standby Letter of Credit is in effect, Landlord shall have the right to draw funds against such Standby Letter of Credit and use such funds in the same manner as allowed for the expenditure of funds from the Security DepositSeller.

Standby Letter of Credit. Within fifteen (15) days after On or before the Commencement Date, Landlord Tenant shall deliver a notice to Tenant specifying the anticipated amount, if any, Landlord an irrevocable standby letter of the Tenant Improvement Allowance in excess of $25 per rentable square foot used by Landlord related to the design and construction of the Tenant Improvements. Within thirty credit (30) days of Tenant's receipt of such notice, in addition to the Security Deposit, Tenant shall deposit with Landlord a "Standby “Letter of Credit" in the amount of such excess Tenant Improvement Allowance. The Standby Letter of Credit shall: (i”) be addressed to Landlord as beneficiary and issued by a commercial bank, (ii) have financial institution reasonably acceptable to Buyer in an expiration date no earlier than amount equal to the thirty-first (31st) month of the Lease Term, (iii) provide for payment of all or any part of such amount Additional Minimum Monthly Rent that Tenant is obligated to pay to Landlord upon the issuer's receipt of a sight draft from Landlord along with Landlord's certification that such specified amount is owing to Landlord with no other conditions, and (iv) otherwise in a form and content reasonably satisfactory to Landlord. Provided that no Event of Default by Tenant under this Lease has previously occurred or is then currently existingfrom the Commencement Date to the Expiration Date of this Lease, Tenant's obligation to maintain less the Standby Holdback Amount (as defined below). The terms of the Letter of Credit shall cease as of the first day of the thirty first (31 st) full calendar month of the Lease Term. In the event that an Event of Default be agreed to by Landlord and Tenant occurs prior to such date, then Tenant shall promptly provide to Landlord, prior to the expiration of Commencement Date, and the original Standby Letter of Credit a replacement Standby Letter of Credit satisfying the requirements set forth above, except that such replacement Standby Letter of Credit shall have an expiration date no earlier than be deposited with American Eagle Title Insurance Company (the expiration date for “Escrow Agent”) on the initial Lease Term. In the event that TenantCommencement Date, after using diligent efforts, is unable to obtain a Standby Letter of Credit be held by Escrow Agent in compliance with the required term, Tenant shall be permitted to submit a Standby Letter of Credit with a lesser term, provided that such Standby Letter of Credit shall contain an "evergreen" renewal clause which allows the Standby Letter of Credit to be drawn in full unless a replacement Standby Letter of Credit, meeting the above requirements, is provided to Landlord at least twenty Post-Closing Escrow Agreement (20) days prior to the expiration of the existing Standby Letter of Credit. Any Standby Letter of Credit having a term expiring prior to the date through which Tenant is to provide a Standby Letter of Credit shall contain such an "evergreen" clause. The Standby Letter of Credit is never required to be in an amount greater than the unamortized amount of the excess Tenant Improvement Allowance from time to time (based upon a 60-month amortization schedule at 10% interest per annumas defined below). In the event that an Event of Default occurs while a Standby Letter of Credit If Tenant fails to pay Additional Minimum Monthly Rent when due under this Lease and such default is in effectnot cured within any applicable notice and cure period, Landlord shall have the right to draw funds against such Standby on the Letter of Credit for payment of Additional Minimum Monthly Rent by giving written notice to Tenant and use such funds the Escrow Agent, and submitting to Escrow Agent, for delivery to the issuer of the Letter of Credit, a drawing certificate in the same manner form attached to the Letter of Credit. The amount of the Letter of Credit shall be reduced annually as allowed for the expenditure remaining Additional Minimum Monthly Rent to be paid by Tenant under this Lease is reduced. The Letter of funds from Credit shall be released and cancelled upon payment in full of all Additional Minimum Monthly Rent due to Landlord under this Lease. If the Security DepositLetter of Credit has an annual expiration date or an expiration date other than the Expiration Date of this Lease, Tenant shall cause the Letter of Credit to be renewed at least ninety (90) days prior to such expiration date. At the Closing (as defined in Section 3.2 of this Lease), Escrow Agent shall retain a portion of the Purchase Price equal to Two Hundred Twenty Thousand Seven Hundred Eighty-Two and No/100 Dollars ($220,782.00) (the “Holdback Amount”), in an escrow account to be held by Escrow Agent pursuant to a post-closing escrow agreement to be executed and delivered at Closing by Landlord, Tenant, and Escrow Agent. The Holdback Amount shall be held and disbursed by Escrow Agent and applied to the last three (3) months of Additional Minimum Monthly Rent due under this Lease in compliance with the Post-Closing Escrow Agreement.

Standby Letter of Credit. Within fifteen (15) days after The Bonds will have the Commencement Date, Landlord shall deliver a notice to Tenant specifying the anticipated amount, if any, benefit of the Tenant Improvement Allowance in excess of $25 per rentable square foot used by Landlord related to the design and construction of the Tenant Improvements. Within thirty (30) days of Tenant's receipt of such notice, in addition to the Security Deposit, Tenant shall deposit with Landlord a "Standby Letter of Credit" Credit issued in favour of the amount Trustee, on behalf of such excess Tenant Improvement Allowanceitself and the holders of the Bonds, by the LC Bank. The Standby Letter of Credit shall: shall be drawable by the Trustee as beneficiary under the Standby Letter of Credit on behalf of itself and the holders of the Bonds upon the presentation of a demand by authenticated SWIFT sent by the Trustee or a delegate of the Trustee to the LC Bank in accordance with the Standby Letter of Credit (a “Demand”) stating that (i) the Issuer has failed to comply with Condition 2(c) in relation to pre-funding the amount that is required to be issued by a commercial bank, pre-funded under these Conditions and/or has failed to provide the Required Confirmations in accordance with Condition 2(c); or (ii) have an expiration date no earlier than Event of Default (as defined in Condition 9 (Events of Default)) has occurred and the thirty-first Trustee has given notice to the Issuer that the Bonds are immediately due and payable in accordance with Condition 9 (31st) month Events of Default). Only one drawing is permitted under the Standby Letter of Credit. Such drawing on the Standby Letter of Credit will be payable to or to the order of the Lease TermTrustee at the time and to the account specified in the Demand presented to the LC Bank. Payment received by the Trustee in respect of a Demand will be deposited into the LC Proceeds Account. The payment made under the Standby Letter of Credit in respect of any amount payable under these Conditions or in connection with the Bonds, (iii) provide for payment the Trust Deed, the Agency Agreement and/or any other transaction document relating to the Bonds shall, to the extent of all the drawing paid to or any part to the order of the Trustee, satisfy the obligations of the Issuer in respect of such amount payable under these Conditions or in connection with the Bonds, the Trust Deed, the Agency Agreement and/or any other transaction document relating to Landlord upon the issuer's receipt of a sight draft from Landlord along with Landlord's certification that such specified amount is owing to Landlord with no other conditions, and (iv) otherwise in a form and content reasonably satisfactory to LandlordBonds. Provided that no Event of Default by Tenant The LC Bank’s liability under this Lease has previously occurred or is then currently existing, Tenant's obligation to maintain the Standby Letter of Credit shall cease as be expressed and payable in United States dollars and shall not exceed U.S.$90,858,850, representing only (i) the aggregate principal amount of the first day of Bonds plus interest payable for one Interest Period (as defined below) and (ii) U.S.$1,000,000 for any fees, costs, expenses and other amounts payable by the thirty first (31 st) full calendar month of the Lease Term. In the event that an Event of Default by Tenant occurs prior to such date, then Tenant shall promptly provide to Landlord, prior to the expiration of the original Standby Letter of Credit a replacement Standby Letter of Credit satisfying the requirements set forth above, except that such replacement Standby Letter of Credit shall have an expiration date no earlier than the expiration date for the initial Lease Term. In the event that Tenant, after using diligent efforts, is unable to obtain a Standby Letter of Credit Issuer under or in connection with the required termBonds, Tenant shall be permitted to submit a Standby Letter of Credit with a lesser term, provided that such Standby Letter of Credit shall contain an "evergreen" renewal clause which allows the Standby Letter of Credit to be drawn in full unless a replacement Standby Letter of Credit, meeting Trust Deed and/or the above requirements, is provided to Landlord at least twenty (20) days prior to the expiration of the existing Standby Letter of Credit. Any Standby Letter of Credit having a term expiring prior to the date through which Tenant is to provide a Standby Letter of Credit shall contain such an "evergreen" clauseAgency Agreement. The Standby Letter of Credit is never required to be in an amount greater than the unamortized amount of the excess Tenant Improvement Allowance from time to time (based upon a 60-month amortization schedule at 10% interest per annum). In the event that an Event of Default occurs while a Standby Letter of Credit is in effect, Landlord shall have the right to draw funds against such Standby Letter of Credit and use such funds in the same manner as allowed for the expenditure of funds takes effect from the Security DepositIssue Date and shall remain valid and in full force until 5:00 p.m. (Beijing time) on 30 August 2024.

Standby Letter of Credit. Within fifteen (15) days after On or before the Commencement Effective Date, the Landlord shall deliver a notice deposit, or cause to Tenant specifying be deposited, with the anticipated amountEscrow Agent one irrevocable standby letter of credit issued by Bank of America, if anyN.A., in the form required hereunder and approved by Mortgagee, in the amount of [**REDACTED**], and an additional irrevocable standby letter of credit issued by an Authorized Bank (as defined herein), in the form required hereunder and approved by Mortgagee, in the amount of $[**REDACTED**], which together shall equal the sum of the Tenant Improvement Allowance in excess of $25 per rentable square foot used by Landlord related to less the design and construction of Cash Deposit (collectively, the Tenant Improvements. Within thirty (30) days of Tenant's receipt of such notice, in addition to the Security Deposit, Tenant shall deposit with Landlord a "“Standby Letter of Credit" in the amount of such excess Tenant Improvement Allowance”). The Standby Letter of Credit shall: (i) be issued by a commercial bank, (ii) have an expiration date no earlier than the thirty-first (31st) month of the Lease Term, (iii) provide for payment of all or any part of such amount to Landlord upon the issuer's receipt of a sight draft from Landlord along with Landlord's certification that such specified amount is owing to Landlord with no other conditions, and (iv) otherwise in a form and content reasonably satisfactory to Landlord. Provided that no Event of Default by Tenant under this Lease has previously occurred or is then currently existing, Tenant's obligation to maintain the Standby Letter of Credit shall cease as of the first day of the thirty first (31 st) full calendar month of the Lease Term. In the event that an Event of Default by Tenant occurs prior to such date, then Tenant shall promptly provide to Landlord, prior to the expiration of the original Standby Letter of Credit a replacement Standby Letter of Credit satisfying the requirements set forth above, except that such replacement Standby Letter of Credit shall have an initial expiration date no not earlier than the expiration date for the initial Lease TermDecember 31, 2012. In the event that Tenant, after using diligent efforts, is unable to obtain a Standby Letter of Credit All costs associated with the required term, Tenant shall be permitted to submit a Standby Letter of Credit with a lesser term, provided that such Standby Letter of Credit shall contain an "evergreen" renewal clause which allows be paid by the Landlord. The Tenant shall have the right to approve the form of the Standby Letter of Credit to be drawn in full unless a replacement Standby Letter of Credit, meeting the above requirements, is provided to Landlord at least twenty (20) days prior to the expiration of the existing Standby Letter of Credit. Any Standby Letter of Credit having a term expiring prior to the date through its issuance, which Tenant is to provide a Standby Letter of Credit approval shall contain such an "evergreen" clausenot be unreasonably withheld, conditioned or delayed. The Standby Letter of Credit shall be irrevocable, and shall be issued by Bank of America and/or such other financial institution which is never a national or regional banking institution, chartered by the United States or a state within the United States, and maintains offices within the continental United States (any such institution, an “Authorized Bank”). Any portion of the Standby Letter of Credit issued by Bank of America shall permit a draw thereon in Scranton, Pennsylvania, Los Angeles, California and by facsimile; any portion of the Standby Letter of Credit issued by an Authorized Bank shall permit a draw thereon in Brooklyn, New York and New York, New York, and by facsimile to an office location within the continental United States. The Escrow Agent shall draw under the Standby Letter of Credit, as required to hereunder, on a single occasion, which draw shall be in an amount greater than (herein referred to as the unamortized “Landlord’s Unfunded Cash Contribution Balance”) which is equal to the lesser of: (Y) the aggregate balance of the Standby Letter of Credit (the “Aggregate LC Balance”), and (Z) the amount of the excess Tenant Improvement Allowance from time to time less the aggregate disbursements as of such date made by Escrow Agent on the TI Construction Contract, for FFE&M Costs (based upon a 60-month amortization schedule at 10% interest per annumas defined hereinafter). In , and for Reimbursable Tenant TI Architect Costs, the event parties recognizing that an Event of Default occurs while a the Standby Letter of Credit is intended to reduce in effect, amount from time to time as and when Landlord shall have Continuing Cash Contributions (as defined hereinafter) are made towards the right Tenant Improvement Allowance and that at any given time the aggregate face amount or amount available to draw funds against such be drawn under the Standby Letter of Credit and use such funds in may be greater than the same manner as allowed for amount then required to be paid by Landlord hereunder. At any time that the expenditure Escrow Agent is required by the terms of funds the TI Escrow Agreement to draw under the Standby Letter of Credit, it shall do so by submitting to the financial institution issuing the Standby Letter of Credit an affidavit of the Escrow Agent stating that (I) the Escrow Agent has not received either from the Security DepositLandlord or on the Landlord’s behalf, any Landlord Continuing Cash Contribution required to be paid by the Landlord under Section 4 of the TI Escrow Agreement within the time period set forth in said Section 4, and (II) the Escrow Agent has received a Verification with respect to the applicable Approved TI Draw Request.