Initial Letter of Credit. Concurrently with Subtenant’s execution and delivery to Sublandlord of this Sublease, Subtenant shall deliver to Sublandlord, as collateral for the full performance by Subtenant of all of its obligations under this Sublease and for all losses and damages Sublandlord may suffer as a result of Subtenant’s failure to comply with one or more provisions of this Sublease, including, but not limited to, any post lease termination damages under section 1951.2 of the California Civil Code an unconditional, irrevocable, transferable standby letter of credit (the “Initial Letter of Credit”) in the amount of $3,984,300.00 (the “Letter of Credit Amount”), issued by a financial institution (the “Issuing Bank”) acceptable to Sublandlord. Notwithstanding anything contained herein to the contrary, Sublandlord hereby approves Silicon Valley Bank as the initial Issuing Bank for the Letter of Credit and agrees to accept an Initial Letter of Credit in the form attached hereto as Exhibit C-1; any Replacement Letter of Credit (defined below) must meet the requirements of Section 4(c) below. The Letter of Credit shall be “callable” at sight, permit partial draws and multiple presentations and drawings, and be otherwise subject to the International Standby Practices ISP 98, International Chamber of Commerce Publication #590. Subtenant shall cause the Letter of Credit to be continuously maintained in effect (whether through a Replacement Letter of Credit (defined below), amendment, renewal or extension) through the date (the “Final Letter of Credit Expiration Date”) that is the later to occur of (i) the date that is sixty (60) days after the scheduled expiration date of the Sublease Term and (ii) the date that is sixty (60) days after Subtenant vacates the Subleased Premises and completes any removal, restoration or repair obligations.
Initial Letter of Credit. The Letter of Credit shall be a direct pay letter of credit and shall provide for direct payments to or upon the order of the Trustee as hereinafter set forth and shall be the irrevocable obligation of the Bank to pay to or upon the order of the Trustee, upon request and in accordance with the terms thereof, an amount of up to $25,156,781 of which (a) $24,700,000 shall support the payment of principal on the Bonds when due and that portion of the purchase price corresponding to principal of Tendered Bonds not remarketed on any Variable Rate Purchase Date or sold on the Conversion Date, and (b) $456,781 shall support the payment of up to 45 days' interest at an assumed rate of 15% per annum on the Bonds when due and that portion of the purchase price corresponding to interest on Tendered Bonds not remarketed on any Variable Rate Purchase Date or sold on the Conversion Date. Unless extended, the Letter of Credit shall terminate automatically on the earliest of (i) the date on which a drawing under the Letter of Credit has been honored upon the maturity or acceleration of the Bonds or redemption of all the Bonds, (ii) June 15, 1997, (iii) the date that the Credit Facility Issuer receives a certificate from the Issuer stating that the Bonds have been converted to a Fixed Rate, (iv) the date on which the Bank receives notice from the Trustee that an Alternate Credit Facility is substituted for the Letter of Credit and is in effect or (v) the honoring by the Bank of the Final Draft (as defined in the Letter of Credit) presented thereunder. The Bank's obligation under the Letter of Credit may be reduced to the extent of any drawing thereunder, subject to reinstatement as provided therein. The Letter of Credit shall provide that, with respect to a drawing by the Trustee solely to pay interest on the Bonds on any Interest Payment Date, if the Trustee shall not have received from the Bank within ten days from the date of such drawing a notice by telecopier, by telex or in writing that the Bank has not been reimbursed, the Trustee's right to draw under the Letter of Credit with respect to the payment of interest shall be reinstated on or before the 11th calendar day following such drawing in an amount equal to such drawing. With respect to any other drawing by the Trustee, the amount available under the Letter of Credit for payment of the principal, purchase
Initial Letter of Credit. The Letter of Credit shall be an unconditional, irrevocable, transferable standby letter of credit (the “Initial Letter of Credit”) in the form attached hereto as Exhibit D in the Security Amount, issued by Silicon Valley Bank (the “Issuing Bank”). Subtenant shall cause the Letter of Credit to be continuously maintained in effect (whether through a Replacement Letter of Credit (defined below), amendment, renewal or extension) through the date (the “Final Letter of Credit Expiration Date”) that is the later to occur of (i) the date that is forty-five (45) days after the scheduled Expiration Date of the Term, and (ii) the date that is forty-five (45) days after Subtenant vacates the Subleased Premises and completes any restoration or repair obligations.
Initial Letter of Credit. As soon as practicable, and in any event not later than fourteen (14) days, after the execution and delivery of this Trust Agreement, the Company shall:
(a) make a Contribution (other than a Cash Contribution) to the Trustee in an amount sufficient to obtain, and shall arrange with the issuing bank for the issuance of, the initial Letter of Credit with a face value equal to the Security Amount as of August 1, 2011 (being CDN $2,833,800); and
(b) make all other necessary arrangements with the issuing bank to enable the Trustee to obtain, forthwith, a Letter of Credit with such face value. Concurrently with making such Contribution, the Company shall:
(c) provide written notice to the Participant confirming that such Contribution was made to the Trust Fund; and
(d) certify to the Trustee and the Participant in writing (accompanied by a true copy of appropriate supporting documentation) that the fifty per cent (50%) refundable tax in respect of such Contribution has been withheld and remitted to the appropriate taxing authority within the prescribed time. The Company shall meet the foregoing requirements with respect to each replacement or amended or supplemental Letter of Credit or renewal or extension thereof subject only to any amendment thereof from time to time with the written agreement of the Company, the Trustee and the Participant, provided that, subject to the specific requirements of the issuing bank, if the amendment relates solely to the face amount of the then current Letter of Credit, the consent of the Company and the Participant shall be deemed to have been given without any further steps being required to be taken by either such party if such face amount is required to be amended pursuant to the terms of this Trust Agreement and there is no ongoing Dispute. A copy of each replacement or amended or supplemental Letter of Credit or renewal or extension thereof shall be attached as Schedule “D-2” to the Trust Agreement and shall be deemed to amend the Trust Agreement and replace the then existing Schedule “D-2” without any further steps being required to be taken by the parties pursuant to section 5.01.
Initial Letter of Credit. Within three (3) business days after receipt of consent to this Lease from each of the current Mortgagee and the Ground Lessor as required by Paragraph 42 and 43, respectively, Tenant shall deliver to Landlord an unconditional, irrevocable, transferable letter of credit in the amount specified in the Basic Lease Information for the Initial Letter of Credit, satisfying the requirements set forth in this Paragraph 31 (the “Initial Letter of Credit”).
Initial Letter of Credit. Concurrently with Subtenant’s execution and delivery to Sublandlord of this Sublease, Subtenant has delivered to Sublandlord, as collateral for the full performance by Subtenant of all of its obligations under this Sublease and for all losses and damages Sublandlord may suffer as a result of Subtenant’s failure to comply with one or more provisions of this Sublease, including, but not limited to, any post lease termination damages under section 1951.2 of the California Civil Code an unconditional, irrevocable, transferable standby letter of credit (the “Initial Letter of Credit”) in the form attached hereto as Exhibit D in the amount of One Million One Hundred Six Thousand Four Hundred Sixty Eight AND 64/100 Dollars ($1,106,468.64) (the “Letter of Credit Amount”), issued by a financial institution (the “Issuing Bank”) acceptable to Sublandlord. Subtenant shall cause the Letter of Credit to be continuously maintained in effect (whether through a Replacement Letter of Credit (defined below), amendment, renewal or extension) through the date (the “Final Letter of Credit Expiration Date”) that is the later to occur of (i) the date that is forty-five (45) days after the scheduled expiration date of the Term and (ii) the date that is forty-five (45) days after Subtenant vacates the Subleased Premises and completes any restoration or repair obligations.
Initial Letter of Credit. The Initial Letter of Credit shall be delivered to the Trustee simultaneously with the original issuance and delivery of the Bonds.
Initial Letter of Credit. Concurrently with execution hereof, Subtenant has delivered to Sublandlord an unconditional, irrevocable, transferable standby letter of credit (the “Initial Letter of Credit”) in a similar form (as reasonably acceptable to Sublandlord) to that form attached hereto as Exhibit D in the amount of $1,350,000.00 and issued by a financial institution acceptable to Landlord (which must have a credit rating of “AA” or better from both Xxxxx’x and Standard & Poor’s), as security for the full and faithful performance of Subtenant’s obligations under this Sublease. Sublandlord may draw upon the Initial Letter of Credit or any Replacement Letter of Credit (as that term is defined below) on or after the occurrence of either: (i) an uncured event of default under this Sublease; (ii) any failure by Subtenant to deliver to Sublandlord a Replacement Letter of Credit as and when required pursuant to this Section 4; (iii) an uncured failure by Subtenant to perform one or more of its obligations under this Sublease and the existence of circumstances in which Sublandlord is enjoined or otherwise prevented by operation of law from giving to Subtenant a written notice which would be necessary for such failure of performance to constitute an event of default, or (iv) the appointment of a receiver to take possession of all or substantially all of the assets of Subtenant, or an assignment of Subtenant for the benefit of creditors, or any action taken or suffered by Subtenant under any insolvency, bankruptcy, reorganization or other debtor relief proceedings, whether now existing or hereafter amended or enacted; provided that in the event of (i) or (iii), Sublandlord may, at Sublandlord’s sole option, draw upon a portion of the face amount of the Initial Letter of Credit or any Replacement Letter of Credit, as applicable, as required to compensate Sublandlord for damages incurred (with subsequent demands at Sublandlord’s sole election as Sublandlord incurs further damage).
Initial Letter of Credit. The obligation of the Bank to issue the initial Letter of Credit is, in addition to the conditions precedent specified in Section 9.2, subject to the condition precedent that the Bank shall have received all of the following, each duly executed and dated the date of issuance of such Letter of Credit (or such earlier date as shall be satisfactory to the Bank), in form and substance satisfactory to the Bank:
(a) a copy of the Restated Articles of Incorporation of the Company, together with all amendments, certified by the Secretary or an Assistant Secretary of the Company, and a certificate of good standing, certified by the appropriate governmental officer in its jurisdiction of incorporation;
(b) a copy, certified by the Secretary or an Assistant Secretary of the Company, of its bylaws and of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Bank) authorizing the execution of the Transaction Documents;
(c) an incumbency certificate, executed by the Secretary or an Assistant Secretary of the Company, which shall identify by name and title and bear the original or facsimile signature of the officers of the Company authorized to sign the Transaction Documents and the officers or other employees authorized to request Letters of Credit hereunder, upon which certificate the Bank shall be entitled to rely until informed of any change in writing by the Company;
(d) a certificate, signed by a Designated Officer of the Company, stating that on the date of such issuance (i) no Default or Unmatured Default has occurred and is continuing and (ii) each representation or warranty contained in Section 7 is true and correct;
(e) the opinion letter of Jxxxx X. Xxxxxxx, Esq., General Counsel of the Company, covering substantially the same matters as the corresponding opinion letter issued in connection with the Credit Agreement;
(f) an executed Supplemental Indenture;
(g) evidence satisfactory to the Bank of the issuance of the Bonds in the form set forth in the Supplemental Indenture and in an aggregate principal amount of $200,000,000 pursuant to the Bond Delivery Agreement; and
(h) such other documents as the Bank may reasonably request.
Initial Letter of Credit. (a) On or before December 1, 2004, Borrower shall deliver to Lender a letter of credit with an LC Amount of $9,078,533.00 which complies with Section 4. Borrower agrees to protect, indemnify and holder Lender harmless against any damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of any failure by Borrower to deliver the initial Letter of Credit to Lender including without limitation damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of any obligation to pay the Tenant Improvement Allowance whether before or after any foreclosure sale or trustee’s sale and irrespective of whether a full credit bid is made by Lender at any such sale and whether or not the payment of the Loan has otherwise been fully satisfied.
(b) Borrower may seek Lender’s approval for a reduction or release of the Letter of Credit in accordance with the procedures set forth in Section 3 and the other provisions of this Agreement, provided that LC Releases shall be made no more often than once every three (3) months.
(c) Notwithstanding anything to the contrary in this Agreement, Lender shall have no obligation to approve an LC Release if an Event of Default has occurred and is continuing.
