Common use of Letter of Credit Option Clause in Contracts

Letter of Credit Option. (i) At Tenant’s election, in lieu of the Security Deposit in the amounts indicated in Item lg for years 1-5 (i.e. through the fifth anniversary of the actual Commencement Date for Floor 2 and Floor 3), Tenant at any time simultaneously with, or following the execution of this Lease, shall deliver to Landlord an irrevocable letter of credit payable in Dearborn, Michigan running in favor of Landlord issued by a bank under the supervision of the State of Michigan or a National Banking Association, in the amounts indicated in lg. The letter of credit shall be irrevocable for the term thereof and shall provide that it is automatically renewed for successive 1- year periods 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 on written notice to Landlord not less than 60 days prior to the expiration of the then current term thereof (it being understood, 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 irrevocable letter of credit (or a Security Deposit) with Landlord through the expiration of the fifth (5th) year of the term hereof. (ii) The form and terms of the letter of credit (and the bank issuing the same) shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that: (A) Landlord or its managing agent shall have the right to draw down an amount up to the face amount of the letter of credit upon the presentation to the issuing bank of Landlord’s statement that such amount is due to Landlord under the terms and conditions of this Lease, it being understood that if Landlord or its managing agent be a corporation, partnership or other entity, then such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity). (B) The letter of credit will be honored by the issuing bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such statement. (C) In the event of a transfer of Landlord’s interest in the Building of which the Premises are a part, Landlord shall have the right to transfer the letter of credit to the transferee and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new Landlord. (iii) If, as a result of any such application of all or any part of such security, the amount so available under the letter of credit shall, when aggregated with any cash Security Deposit then held by Landlord, be less than the amounts indicated in Section lg, Tenant shall forthwith provide Landlord with additional letter(s) of credit (or shall increase the cash Security Deposit) in an amount equal to the deficiency. (iv) Tenant further covenants that it will not assign or encumber said letter of credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. (v) Without limiting the generality of the foregoing, if the letter of credit expires earlier than the end of the fifth year of the term of this Lease, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord will accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than 30 days prior to the expiration thereof), irrevocable and automatically renewable as provided above upon the same terms as the expiring letter of credit or such other terms as may be reasonably acceptable to Landlord. However, (A) if the letter of credit is not timely renewed or a substitute letter of credit (or cash Security Deposit) is not timely received, or (B) if Tenant fails to maintain the letter of credit (or cash Security Deposit) in the amount and terms set forth in this Section, Tenant, at least 30 days prior to the expiration of the letter of credit, or immediately upon its failure to comply with each and every term of this Section, must deposit with Landlord cash security in the amounts required by, and to be held subject to and in accordance with, all of the terms and conditions set forth in Section 6 hereof, failing which the Landlord may present such letter of credit to the bank in accordance with the terms of this Section, and the entire sum secured thereby shall be paid to Landlord, to be held by Landlord as provided in this Section.

Letter of Credit Option. (ia) At Tenant’s electionBorrower shall have the option to replace the cash on deposit, or provide in lieu of the Security Deposit any cash deposits required to be made, in the amounts indicated in Item lg for years 1-5 (i.e. through the fifth anniversary of the actual Commencement Date for Floor 2 and Floor 3)TI/LC Reserve Account, Tenant at any time simultaneously withby depositing with Lender, or following the execution of this Lease, shall deliver to Landlord an irrevocable original letter of credit payable in Dearborn, Michigan running in favor of Landlord issued by a bank under the supervision that satisfies all of the State requirements of Michigan or a National Banking Association, in the amounts indicated in lg. The this Section 7.10 (each such letter of credit credit, together with all amendments, modifications and replacements thereof, a “Letter of Credit”). Borrower shall be irrevocable for the term thereof and shall provide that it is automatically renewed for successive 1- year periods 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 on written notice to Landlord not less than 60 notify Lender in writing at least thirty (30) days prior to the expiration date that Borrower intends to deliver a Letter of Credit in accordance with this Section 7.10. Borrower shall provide Lender and its counsel with a reasonable period of time prior to each such delivery date of a Letter of Credit to review and approve the then current term thereof (it being understood, however, that terms of each proposed Letter of Credit and Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses associated therewith. Each Letter of Credit must be a Qualified Letter of Credit and shall be in an amount equal to the privilege aggregate cash deposits required in connection with the applicable Reserve Account and for which such Letter of Credit is intended to replace. Each Letter of Credit deposited with Lender hereunder shall serve to provide Lender with additional security for the issuing bank not to renew said letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such irrevocable letter of credit (or a Security Deposit) with Landlord through the expiration of the fifth (5th) year of the term hereofLoan. (iib) The form and terms of the letter of credit (and the bank issuing the same) shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that: (A) Landlord or its managing agent Lender shall have the right to draw down an amount up to on each Letter of Credit in full or in part and hold the face amount proceeds thereof in accordance with the provisions of this Agreement if any of the following occurs: (i) an Event of Default; (ii) the institution issuing such Letter of Credit shall cease to be an Approved Bank (as determined by Lender or based on a notice from the applicable issuing institution) and Borrower shall have failed to deliver to Lender a replacement letter of credit upon satisfying all of the presentation requirements of this Section 7.10(b) (each such letter of credit, a “Replacement Letter of Credit”) on or prior to the date that is fifteen (15) days after Lender delivers written notice to Borrower that the institution issuing bank such Letter of Landlord’s statement Credit has ceased to be an Approved Bank; (iii) if Lender has received a notice from the issuing institution that such amount Letter of Credit will not be renewed and a Replacement Letter of Credit is due not provided at least forty-five (45) days prior to Landlord under the terms date on which the outstanding Letter of Credit is scheduled to expire or Borrower shall have otherwise failed to deliver to Lender a Replacement Letter of Credit on or prior to the date that is forty-five (45) days prior to the expiration date of any such Letter of Credit; and/or (iv) if the institution issuing any Letter of Credit shall fail to issue a Replacement Letter of Credit in the event the original Letter of Credit has been lost, mutilated, stolen and/or destroyed. So long as no Event of Default is then continuing, Lender shall deposit the proceeds of any draw on a Letter of Credit into the applicable Reserve Account associated therewith (and conditions such proceeds shall be deemed to constitute Reserve Funds) and apply such funds in accordance with the relevant provisions of this Lease, it being understood that if Landlord or its managing agent be a corporation, partnership or other entity, then such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity)Article VII of this Agreement. (Bc) The letter Upon the occurrence and during the continuance of credit will be honored by the issuing bank without inquiry as an Event of Default, Lender may in its sole discretion, in addition to the accuracy thereof any and regardless of whether the Tenant disputes the content of such statement. (C) In the event of a transfer of Landlord’s interest in the Building of which the Premises are a part, Landlord shall have the right all other rights and remedies available to transfer the letter of credit to the transferee and thereupon the Landlord shallLender, without notice to Borrower or any further agreement between other Person other than the partiesrelevant issuing institution, be released by Tenant from all liability therefor, draw on each Letter of Credit and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new Landlord. (iii) If, as a result of any such application of all or any part of the proceeds of each such securitydraw to the reduction of the Obligations in any order, proportion or priority as Lender shall determine in Lender’s sole discretion, or hold such proceeds as additional security for the Obligations. (d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the amount so available under the Borrower shall not have any rights to deliver any letter of credit shall, when aggregated pursuant to any provision of this Agreement or any other Loan Document if the aggregate amount of any letters of credit delivered to Lender in accordance with this Agreement or any cash Security Deposit then held by Landlord, be less than the amounts indicated in Section lg, Tenant other Loan Document shall forthwith provide Landlord with additional letter(sexceed ten percent (10%) of the Outstanding Principal Balance. In no event shall the aggregate amount of any letters of credit delivered in accordance with this Agreement or any other Loan Document exceed ten percent (10%) of the Outstanding Principal Balance. Furthermore, notwithstanding anything in this Agreement or shall increase the cash Security Deposit) in an amount equal any other Loan Document to the deficiency. (iv) Tenant further covenants that it will not assign or encumber said letter of credit or contrary, Borrower’s right to deliver any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. (v) Without limiting the generality of the foregoing, if the letter of credit expires earlier than the end of the fifth year of the term of this Lease, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord will accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to Lender shall be in effect not later than 30 days prior conditioned upon Borrower simultaneously delivering to the expiration thereof), irrevocable and automatically renewable as provided above upon the same terms as the expiring letter of credit or such other terms as may be reasonably acceptable Lender an additional non-consolidation opinion with respect to Landlord. However, (A) if the letter of credit is not timely renewed or a substitute letter of credit (or cash Security Deposit) is not timely received, or (B) if Tenant fails to maintain the letter of credit (or cash Security Deposit) in the amount and terms set forth in this Section, Tenant, at least 30 days prior to the expiration of the letter of credit, or immediately upon its failure to comply with each and every term of this Section, must deposit with Landlord cash security in the amounts required by, and to be held subject to and in accordance with, all of the terms and conditions set forth in Section 6 hereof, failing which the Landlord may present such letter of credit in form and substance satisfactory to the bank in accordance with the terms of this Section, and the entire sum secured thereby shall be paid to Landlord, to be held by Landlord as provided in this SectionLender.

Letter of Credit Option. (ia) At Tenant’s electionBorrower shall have the option to replace the cash on deposit, or provide in lieu of the Security Deposit any cash deposits required to be made, in the amounts indicated in Item lg for years 1-5 (i.e. through the fifth anniversary of the actual Commencement Date for Floor 2 and Floor 3)TI/LC Reserve Account, Tenant at any time simultaneously withby depositing with Lender, or following the execution of this Lease, shall deliver to Landlord an irrevocable original letter of credit payable in Dearborn, Michigan running in favor of Landlord issued by a bank under the supervision that satisfies all of the State requirements of Michigan or a National Banking Association, in the amounts indicated in lg. The this Section 7.10 (each such letter of credit credit, together with all amendments, modifications and replacements thereof, a “Letter of Credit”). Borrower shall be irrevocable for the term thereof and shall provide that it is automatically renewed for successive 1- year periods 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 on written notice to Landlord not less than 60 notify Lender in writing at least thirty (30) days prior to the expiration date that Borrower intends to deliver a Letter of Credit in accordance with this Section 7.10. Borrower shall provide Lender and its counsel with a reasonable period of time prior to each such delivery date of a Letter of Credit to review and approve the then current term thereof (it being understood, however, that terms of each proposed Letter of Credit and Borrower shall pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses associated therewith. Each Letter of Credit must be a Qualified Letter of Credit and shall be in an amount equal to the privilege aggregate cash deposits required in connection with the applicable Reserve Account and for which such Letter of Credit is intended to replace. Each Letter of Credit deposited with Lender hereunder shall serve to provide Lender with additional security for the issuing bank not to renew said letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such irrevocable letter of credit (or a Security Deposit) with Landlord through the expiration of the fifth (5th) year of the term hereofLoan. (iib) The form and terms of the letter of credit (and the bank issuing the same) shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that: (A) Landlord or its managing agent Lender shall have the right to draw down an amount up to on each Letter of Credit in full or in part and hold the face amount proceeds thereof in accordance with the provisions of this Agreement if any of the following occurs: (i) an Event of Default; (ii) the institution issuing such Letter of Credit shall cease to be an Approved Bank (as determined by Lender or based on a notice from the applicable issuing institution) and Borrower shall have failed to deliver to Lender a replacement letter of credit upon satisfying all of the presentation requirements of this Section 7.10.2(b) (each such letter of credit, a “Replacement Letter of Credit”) on or prior to the date that is fifteen (15) days after Lender delivers written notice to Borrower that the institution issuing bank such Letter of Landlord’s statement Credit has ceased to be an Approved Bank; (iii) if Lender has received a notice from the issuing institution that such amount Letter of Credit will not be renewed and a Replacement Letter of Credit is due not provided at least forty-five (45) days prior to Landlord under the terms date on which the outstanding Letter of Credit is scheduled to expire or Borrower shall have otherwise failed to deliver to Lender a Replacement Letter of Credit on or prior to the date that is forty-five (45) days prior to the expiration date of any such Letter of Credit; and/or (iv) if the institution issuing any Letter of Credit shall fail to issue a Replacement Letter of Credit in the event the original Letter of Credit has been lost, mutilated, stolen and/or destroyed. So long as no Event of Default is then continuing, Lender shall deposit the proceeds of any draw on a Letter of Credit into the applicable Reserve Account associated therewith (and conditions such proceeds shall be deemed to constitute Reserve Funds) and apply such funds in accordance with the relevant provisions of this Lease, it being understood that if Landlord or its managing agent be a corporation, partnership or other entity, then such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity)Article VII of this Agreement. (Bc) The letter Upon the occurrence and during the continuance of credit will be honored by the issuing bank without inquiry as an Event of Default, Lender may in its sole discretion, in addition to the accuracy thereof any and regardless of whether the Tenant disputes the content of such statement. (C) In the event of a transfer of Landlord’s interest in the Building of which the Premises are a part, Landlord shall have the right all other rights and remedies available to transfer the letter of credit to the transferee and thereupon the Landlord shallLender, without notice to Borrower or any further agreement between other Person other than the partiesrelevant issuing institution, be released by Tenant from all liability therefor, draw on each Letter of Credit and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new Landlord. (iii) If, as a result of any such application of all or any part of the proceeds of each such securitydraw to the reduction of the Obligations in any order, proportion or priority as Lender shall determine in Lender’s sole discretion, or hold such proceeds as additional security for the Obligations. (d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the amount so available under the Borrower shall not have any rights to deliver any letter of credit shall, when aggregated pursuant to any provision of this Agreement or any other Loan Document if the aggregate amount of any letters of credit delivered to Lender in accordance with this Agreement or any cash Security Deposit then held by Landlord, be less than the amounts indicated in Section lg, Tenant other Loan Document shall forthwith provide Landlord with additional letter(sexceed ten percent (10%) of the Outstanding Principal Balance. In no event shall the aggregate amount of any letters of credit delivered in accordance with this Agreement or any other Loan Document exceed ten percent (10%) of the Outstanding Principal Balance. Furthermore, notwithstanding anything in this Agreement or shall increase the cash Security Deposit) in an amount equal any other Loan Document to the deficiency. (iv) Tenant further covenants that it will not assign or encumber said letter of credit or contrary, Borrower’s right to deliver any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. (v) Without limiting the generality of the foregoing, if the letter of credit expires earlier than the end of the fifth year of the term of this Lease, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord will accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to Lender shall be in effect not later than 30 days prior conditioned upon Borrower simultaneously delivering to the expiration thereof), irrevocable and automatically renewable as provided above upon the same terms as the expiring letter of credit or such other terms as may be reasonably acceptable Lender an additional non-consolidation opinion with respect to Landlord. However, (A) if the letter of credit is not timely renewed or a substitute letter of credit (or cash Security Deposit) is not timely received, or (B) if Tenant fails to maintain the letter of credit (or cash Security Deposit) in the amount and terms set forth in this Section, Tenant, at least 30 days prior to the expiration of the letter of credit, or immediately upon its failure to comply with each and every term of this Section, must deposit with Landlord cash security in the amounts required by, and to be held subject to and in accordance with, all of the terms and conditions set forth in Section 6 hereof, failing which the Landlord may present such letter of credit in form and substance satisfactory to the bank in accordance with the terms of this Section, and the entire sum secured thereby shall be paid to Landlord, to be held by Landlord as provided in this SectionLender.

Letter of Credit Option. (i) At Tenant’s 's election, in lieu of the Security Deposit in the amounts indicated in Item lg 1g for years 1-5 (i.e. through the fifth anniversary of the actual Commencement Date for Floor 2 and Floor 3), Tenant at any time simultaneously with, or following the execution of this Lease, shall deliver to Landlord an irrevocable letter of credit payable in Dearborn, Michigan running in favor of Landlord issued by a bank under the supervision of the State of Michigan or a National Banking Association, in the amounts indicated in lg. 1g. The letter of credit shall be irrevocable for the term thereof and shall provide that it is automatically renewed for successive 1- 1-year periods 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 on written notice to Landlord not less than 60 days prior to the expiration of the then current term thereof (it being understood, 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 irrevocable letter of credit (or a Security Deposit) with Landlord through the expiration of the fifth (5th) year of the term hereof. (ii) The form and terms of the letter of credit (and the bank issuing the same) shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that: (A) Landlord or its managing agent shall have the right to draw down an amount up to the face amount of the letter of credit upon the presentation to the issuing bank of Landlord’s 's statement that such amount is due to Landlord under the terms and conditions of this Lease, it being understood that if Landlord or its managing agent be a corporation, partnership or other entity, then such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity). (B) The letter of credit will be honored by the issuing bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such statement. (C) In the event of a transfer of Landlord’s 's interest in the Building of which the Premises are a part, Landlord shall have the right to transfer the letter of credit to the transferee and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said letter of credit to a new Landlord. (iii) If, as a result of any such application of all or any part of such security, the amount so available under the letter of credit shall, when aggregated with any cash Security Deposit then held by Landlord, be less than the amounts indicated in Section lg1g, Tenant shall forthwith provide Landlord with additional letter(s) of credit (or shall increase the cash Security Deposit) in an amount equal to the deficiency. (iv) Tenant further covenants that it will not assign or encumber said letter of credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. (v) Without limiting the generality of the foregoing, if the letter of credit expires earlier than the end of the fifth year of the term of this Lease, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord will accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than 30 days prior to the expiration thereof), irrevocable and automatically renewable as provided above upon the same terms as the expiring letter of credit or such other terms as may be reasonably acceptable to Landlord. However, (A) if the letter of credit is not timely renewed or a substitute letter of credit (or cash Security Deposit) is not timely received, or (B) if Tenant fails to maintain the letter of credit (or cash Security Deposit) in the amount and terms set forth in this Section, Tenant, at least 30 days prior to the expiration of the letter of credit, or immediately upon its failure to comply with each and every term of this Section, must deposit with Landlord cash security in the amounts required by, and to be held subject to and in accordance with, all of the terms and conditions set forth in Section 6 hereof, failing which the Landlord may present such letter of credit to the bank in accordance with the terms of this Section, and the entire sum secured thereby shall be paid to Landlord, to be held by Landlord as provided in this Section.