L-C for Must-Take Sample Clauses

L-C for Must-Take. Notwithstanding anything to the contrary contained in Section 1.4.4, if Tenant’s Financial Information reflects (i) an average market capitalization that is more than Three Billion Five Hundred Million Dollars ($3,500,000,000) during the trailing twelve (12) consecutive calendar months immediately preceding the date on which Tenant is required to deliver the amendment to the existing L-C or a new or replacement L-C pursuant to Section 1.4.4 above (such date is hereinafter referred to as the “Additional Must-Take L-C Delivery Date”); and (ii) that Tenant has at least Six Million Dollars ($6,000,000) in free cash flow (i.e., net cash used in operating activities, less capital expenditures and capitalized software development costs) during the trailing twelve (12) consecutive calendar months immediately preceding the Additional Must-Take L-C Delivery Date (collectively, the “Must-Take L-C Withdrawal Conditions”), then Tenant shall have no obligation to deliver such amendment to the existing L-C or a new or replacement L-C pursuant to Section 1.4.4. In addition, if Tenant does not meet the Must-Take L-C Withdrawal Conditions prior to the Additional Must-Take L-C Delivery Date and therefore delivers the amendment to the existing L-C or a new or replacement L-C pursuant to Section 1.4.4, if at any time following the Additional Must-Take L-C Delivery Date, Tenant meets the Must-Take L-C Withdrawal Conditions and Tenant is not then in default under this Lease beyond applicable notice and cure periods, Tenant may provide Landlord with written notice requesting that the L-C Amount be reduced by the Additional Must-Take L-C Amount (the “Must-Take L-C Reduction Notice”). Concurrent with Tenant’s delivery of the Must-Take L-C Reduction Notice, Tenant shall deliver to Landlord for its review Tenant’s Financial Information evidencing Tenant’s satisfaction of the Must-Take L-C Withdrawal Conditions. Provided that Tenant meets such Must-Take L-C Withdrawal Conditions as evidenced by Tenant’s Financial Information, reduction of the L-C Amount by the Additional Must-Take L-C Amount shall be accomplished by Tenant providing Landlord, at Tenant’s sole cost and expense, with an amendment to the existing L-C or a replacement L-C that fully complies in all respect to the requirements set forth in this Article 21. For the avoidance of doubt, Tenant may exercise its rights pursuant to this Section 21.8 at any time Tenant meets the Must-Take L-C Withdrawal Conditions regardless of w...
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