Common use of Letter of Credit Provisions Clause in Contracts

Letter of Credit Provisions. If any Letter of Credit is outstanding at the time that a Lender becomes a Defaulting Lender then: (A) Borrower shall within one Business Day following notice by Revolving Agent Cash Collateralize such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to Revolving Agent, for so long as such L/C Exposure is outstanding; provided, that Borrower shall not be obligated to Cash Collateralize any Defaulting Lender’s L/C Exposure if such Defaulting Lender is also the Issuing Bank; (B) if Borrower Cash Collateralizes any portion of such Defaulting Lender’s L/C Exposure pursuant to this Section 2.23(a)(iv), Borrower shall not be required to pay any L/C Participation Fees to Revolving Agent pursuant to Section 2.12(b) with respect to such Cash Collateralized portion theL/C Exposure during the period such L/C Exposure is Cash Collateralized; (C) [reserved]; (D) to the extent any Defaulting Lender’s L/C Exposure is not Cash Collateralized, then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all L/C Participation Fees that would have otherwise been payable under Section 2.12(b) with respect to such portion of such L/C Exposure shall instead be payable to the Issuing Bank until such portion of the L/C Exposure is Cash Collateralized or reallocated; (E) so long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend, or increase any Letter of Credit to the extent the Issuing Bank has not otherwise entered into arrangements reasonably satisfactory to the Issuing Bank and Borrower to eliminate the Issuing Bank’s risk with respect to the Defaulting Lender’s participation in Letters of Credit; and (F) Revolving Agent may release any cash collateral provided by Borrower pursuant to this Section 2.23(a)(v) to the Issuing Bank and the Issuing Bank may apply any such cash collateral to the payment of such Defaulting Lender’s Applicable Percentage of any L/C Disbursement that is not reimbursed by Borrower pursuant to Section 2.05.

Letter of Credit Provisions. If at any Letter time Tenant elects to deposit an L-C as the Security Deposit, the L-C shall be issued by a bank reasonably acceptable to Landlord, shall be issued for a term of Credit is outstanding at the time that least twelve (12) months, shall be unconditional, clean and irrevocable, and shall be in a Lender becomes a Defaulting Lender then: (A) Borrower shall within one Business Day following notice by Revolving Agent Cash Collateralize such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement to be entered into in form and substance with such content reasonably satisfactory acceptable to Revolving AgentLandlord. The L-C shall be payable on sight with the bearer’s draft. The L-C shall state that it shall be payable against sight drafts presented by Xxxxxxxx, accompanied by Xxxxxxxx’s statement that said drawing is in accordance with the terms and conditions of this Lease; no other document or certification from Landlord shall be required to negotiate the L-C. Landlord may designate any bank as Landlord’s advising bank for so long collection purposes and any sight drafts for the collection of the L-C may be presented by the advising bank on Landlord’s behalf. Tenant shall either replace the expiring L-C with an L-C in an amount equal to the original L-C or renew the expiring L-C, in any event no later than thirty (30) days prior to the expiration of the term of the L-C then in effect. If Tenant fails to deposit a replacement L-C or renew the expiring L-C, Landlord shall have the right to draw upon the expiring L-C for the full amount thereof and hold the same as such L/C Exposure is outstandingthe Security Deposit; provided, however, that Borrower if Tenant provides a replacement L-C that meets the requirements of this Article 26, then Landlord shall return to Tenant promptly in cash that amount of the L-C that had been drawn upon by Landlord. The fee for the maintenance of the L-C shall be at Tenant’s sole cost and expense. The L-C shall not be obligated mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. The L-C shall be transferable to Cash Collateralize any Defaulting Lender’s L/C Exposure if such Defaulting Lender is also of the Issuing Bank; following parties: (Bi) if Borrower Cash Collateralizes any secured or unsecured lender of Landlord, (ii) any assignee, successor, transferee or other purchaser of all or any portion of the Building, or any interest in the Building, (iii) any partner, shareholder, member or other direct or indirect beneficial owner in Landlord (to the extent of their interest in the Lease). Further, in the event of any sale, assignment or transfer by the Landlord of its interest in the Premises or the Lease, Landlord shall have the right to assign or transfer the L-C to its grantee, assignee or transferee and in the event of any sale, assignment or transfer; the landlord so assigning or transferring the L-C shall have no liability to the Tenant for the return of the L-C, and Tenant shall look solely to such Defaulting Lender’s grantee, assignee or transferee for such return. The use, application or retention of the L/C Exposure pursuant to this Section 2.23(a)(iv)-C, Borrower or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law, it being intended that Landlord shall not first be required to pay any L/C Participation Fees to Revolving Agent pursuant to Section 2.12(b) with respect to such Cash Collateralized portion theL/C Exposure during the period such L/C Exposure is Cash Collateralized; (C) [reserved]; (D) to the extent any Defaulting Lender’s L/C Exposure is not Cash Collateralized, then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all L/C Participation Fees that would have otherwise been payable under Section 2.12(b) with respect to such portion of such L/C Exposure shall instead be payable to the Issuing Bank until such portion of proceed against the L/C Exposure is Cash Collateralized -C, and such use, application or reallocated; (E) so long as any Lender is a Defaulting Lender, the Issuing Bank retention shall not operate as a limitation on any recovery to which Landlord may otherwise be required to issue, amend, or increase any Letter of Credit to the extent the Issuing Bank has not otherwise entered into arrangements reasonably satisfactory to the Issuing Bank and Borrower to eliminate the Issuing Bank’s risk with respect to the Defaulting Lender’s participation in Letters of Credit; and (F) Revolving Agent may release any cash collateral provided by Borrower pursuant to this Section 2.23(a)(v) to the Issuing Bank and the Issuing Bank may apply any such cash collateral to the payment of such Defaulting Lender’s Applicable Percentage of any L/C Disbursement that is not reimbursed by Borrower pursuant to Section 2.05entitled.

Letter of Credit Provisions. If at any Letter time Tenant elects to deposit an L-C as the Security Deposit, the L-C shall be issued by a bank reasonably acceptable to Landlord, shall be issued for a term of Credit is outstanding at the time that least twelve (12) months, shall be unconditional, clean and irrevocable, and shall be in a Lender becomes a Defaulting Lender then: (A) Borrower shall within one Business Day following notice by Revolving Agent Cash Collateralize such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement to be entered into in form and substance with such content reasonably satisfactory acceptable to Revolving AgentLandlord. The L-C shall be payable on sight with the bearer’s draft. The L-C shall state that it shall be payable against sight drafts presented by Landlord, accompanied by Landlord’s statement that said drawing is in accordance with the terms and conditions of this Lease; no other document or certification from Landlord shall be required to negotiate the L-C. Landlord may designate any bank as Landlord’s advising bank for so long collection purposes and any sight drafts for the collection of the L-C may be presented by the advising bank on Landlord’s behalf. Tenant shall either replace the expiring L-C with an L-C in an amount equal to the original L-C or renew the expiring L-C, in any event no later than thirty (30) days prior to the expiration of the term of the L-C then in effect. If Tenant fails to deposit a replacement L-C or renew the expiring L-C, Landlord shall have the right to draw upon the expiring L-C for the full amount thereof and hold the same as such L/C Exposure is outstandingthe Security Deposit; provided, however, that Borrower if Tenant provides a replacement L-C that meets the requirements of this Article 26, then Landlord shall return to Tenant promptly in cash that amount of the L-C that had been drawn upon by Landlord. The fee for the maintenance of the L-C shall be at Tenant’s sole cost and expense. The L-C shall not be obligated mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. The L-C shall be transferable to Cash Collateralize any Defaulting Lender’s L/C Exposure if such Defaulting Lender is also of the Issuing Bank; following parties: (Bi) if Borrower Cash Collateralizes any secured or unsecured lender of Landlord, (ii) any assignee, successor, transferee or other purchaser of all or any portion of the Building, or any interest in the Building, (iii) any partner, shareholder, member or other direct or indirect beneficial owner in Landlord (to the extent of their interest in the Lease). Further, in the event of any sale, assignment or transfer by the Landlord of its interest in the Premises or the Lease, Landlord shall have the right to assign or transfer the L-C to its grantee, assignee or transferee and in the event of any sale, assignment or transfer; the landlord so assigning or transferring the L-C shall have no liability to the Tenant for the return of the L-C, and Tenant shall look solely to such Defaulting Lender’s grantee, assignee or transferee for such return. The use, application or retention of the L/C Exposure pursuant to this Section 2.23(a)(iv)-C, Borrower or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law, it being intended that Landlord shall not first be required to pay any L/C Participation Fees to Revolving Agent pursuant to Section 2.12(b) with respect to such Cash Collateralized portion theL/C Exposure during the period such L/C Exposure is Cash Collateralized; (C) [reserved]; (D) to the extent any Defaulting Lender’s L/C Exposure is not Cash Collateralized, then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all L/C Participation Fees that would have otherwise been payable under Section 2.12(b) with respect to such portion of such L/C Exposure shall instead be payable to the Issuing Bank until such portion of proceed against the L/C Exposure is Cash Collateralized -C, and such use, application or reallocated; (E) so long as any Lender is a Defaulting Lender, the Issuing Bank retention shall not operate as a limitation on any recovery to which Landlord may otherwise be required to issue, amend, or increase any Letter of Credit to the extent the Issuing Bank has not otherwise entered into arrangements reasonably satisfactory to the Issuing Bank and Borrower to eliminate the Issuing Bank’s risk with respect to the Defaulting Lender’s participation in Letters of Credit; and (F) Revolving Agent may release any cash collateral provided by Borrower pursuant to this Section 2.23(a)(v) to the Issuing Bank and the Issuing Bank may apply any such cash collateral to the payment of such Defaulting Lender’s Applicable Percentage of any L/C Disbursement that is not reimbursed by Borrower pursuant to Section 2.05entitled.

Letter of Credit Provisions. If Lessee shall deliver one or more Letters of Credit pursuant to the provisions of Section 44.1.6 and/or Section 44.1.7, such Letter(s) of Credit shall (subject to the provisions of Sections 44.1.6 and 44.1.7, as applicable): (a) initially expire not less than one (1) year from the date of issue thereof; and (b) provide for automatic renewals for periods of not less than one (1) year unless notice of non-renewal is given to Lessor at least thirty (30) days prior to the expiration date thereof. Lessee shall pay all expenses, points and/or fees incurred by Lessee in obtaining such Letter(s) of Credit, and shall pay to Lessor, on demand, as Additional Charges hereunder, all fees and charges paid by Lessor to the applicable Issuer in connection with the transfer of the same to any future landlord Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. hereunder or under any New Lease. Supplementing Section 44.1.7, if the Security Deposit is fully or partially in the form of a Letter of Credit is outstanding at and an Event of Default occurs hereunder, Lessor shall be permitted from time to time to draw down any portion or the entire amount of the Letter of Credit, if applicable, and apply from time to time the proceeds or any part thereof in accordance with this Section and Section 44.1.7 and retain the balance for the Security Deposit. Lessor shall also have the right to draw down any portion or the entire amount of the Letter of Credit if Lessor receives notice that the date of expiry of the Letter of Credit will not be extended by the Issuer and if a Lender becomes a Defaulting Lender then: replacement Letter of Credit meeting the requirements of this Section 44.1.11 (A) Borrower shall within one Business Day following notice by Revolving Agent Cash Collateralize such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to or a cash collateral agreement to be entered into Security Deposit) in form and substance reasonably satisfactory to Revolving Agent, for so long as such L/C Exposure is outstanding; provided, that Borrower shall not be obligated to Cash Collateralize any Defaulting Lender’s L/C Exposure if such Defaulting Lender is also the Issuing Bank; (B) if Borrower Cash Collateralizes any portion of such Defaulting Lender’s L/C Exposure pursuant to this Section 2.23(a)(iv), Borrower shall not be amount then required to pay any L/C Participation Fees to Revolving Agent pursuant to Section 2.12(b) with respect to such Cash Collateralized portion theL/C Exposure during the period such L/C Exposure is Cash Collateralized; (C) [reserved]; (D) to the extent any Defaulting Lender’s L/C Exposure hereunder is not Cash Collateralizeddelivered by Lessee to Lessor within ten (10) Business Days thereafter, thenand may retain the proceeds for the Security Deposit. In addition, without prejudice to any rights following the expiration or remedies earlier termination of the Issuing Bank or any Lender hereunderTerm, all L/C Participation Fees that would have otherwise been payable under Section 2.12(b) with respect to such portion of such L/C Exposure shall instead be payable to Lessor may draw upon the Issuing Bank until such portion of the L/C Exposure is Cash Collateralized or reallocated; (E) so long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend, or increase any Letter of Credit to the extent necessary to cover any outstanding obligations of Lessee under this Lease and hold such amounts as Landlord reasonably estimates are required to cover such obligations, provided that notice of such outstanding obligations is delivered by Lessor to Lessee within sixty (60) days following the Issuing Bank later of the expiration of the Term (as the same may be extended) and the date on which Lessee has fully vacated all of the Facilities. For avoidance of doubt, the provisions of this Section 44.1.11 shall not otherwise entered into arrangements reasonably satisfactory derogate from the provisions of Section 44.1.6 or Section 44.1.7 (including any right or obligation of Lessee to increase or decrease a Letter of Credit or to replace a Letter of Credit with cash or a guaranty, pursuant to the Issuing Bank and Borrower to eliminate the Issuing Bank’s risk with respect to the Defaulting Lender’s participation in Letters of Credit; and (F) Revolving Agent may release any cash collateral provided by Borrower pursuant to this Section 2.23(a)(v) to the Issuing Bank and the Issuing Bank may apply any such cash collateral to the payment of such Defaulting Lender’s Applicable Percentage of any L/C Disbursement that is not reimbursed by Borrower pursuant to Section 2.05provisions thereof).

Letter of Credit Provisions. If Lessee shall deliver one or more Letters of Credit pursuant to the provisions of Section 44.1.6 and/or Section 44.1.7, such Letter(s) of Credit shall (subject to the provisions of Sections 44.1.6 and 44.1.7, as applicable): (a) initially expire not less than one (1) year from the date of issue thereof; and (b) provide for automatic renewals for periods of not less than one (1) year unless notice of non-renewal is given to Lessor at least thirty (30) days prior to the expiration date thereof. Lessee shall pay all expenses, points and/or fees incurred by Lessee in obtaining such Letter(s) of Credit, and shall pay to Lessor, on demand, as Additional Charges hereunder, all fees and charges paid by Lessor to the applicable Issuer in connection with the transfer of the same to any future landlord hereunder or under any New Lease. Supplementing Section 44.1.7, if the Security Deposit is fully or partially in the form of a Letter of Credit is outstanding at and an Event of Default occurs hereunder, Lessor shall be permitted from time to time to draw down any portion or the entire amount of the Letter of Credit, if applicable, and apply from time to time the proceeds or any part thereof in accordance with this Section and Section 44.1.7 and retain the balance for the Security Deposit. Lessor shall also have the right to draw down any portion or the entire amount of the Letter of Credit if Lessor receives notice that the date of expiry of the Letter of Credit will not be extended by the Issuer and if a Lender becomes a Defaulting Lender then: replacement Letter of Credit meeting the requirements of this Section 44.1.11 (A) Borrower shall within one Business Day following notice by Revolving Agent Cash Collateralize such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to or a cash collateral agreement to be entered into Security Deposit) in form and substance reasonably satisfactory to Revolving Agent, for so long as such L/C Exposure is outstanding; provided, that Borrower shall not be obligated to Cash Collateralize any Defaulting Lender’s L/C Exposure if such Defaulting Lender is also the Issuing Bank; (B) if Borrower Cash Collateralizes any portion of such Defaulting Lender’s L/C Exposure pursuant to this Section 2.23(a)(iv), Borrower shall not be amount then required to pay any L/C Participation Fees to Revolving Agent pursuant to Section 2.12(b) with respect to such Cash Collateralized portion theL/C Exposure during the period such L/C Exposure is Cash Collateralized; (C) [reserved]; (D) to the extent any Defaulting Lender’s L/C Exposure hereunder is not Cash Collateralizeddelivered by Lessee to Lessor within ten (10) Business Days thereafter, thenand may retain the proceeds for the Security Deposit. In addition, without prejudice to any rights following the expiration or remedies earlier termination of the Issuing Bank or any Lender hereunderTerm, all L/C Participation Fees that would have otherwise been payable under Section 2.12(b) with respect to such portion of such L/C Exposure shall instead be payable to Lessor may draw upon the Issuing Bank until such portion of the L/C Exposure is Cash Collateralized or reallocated; (E) so long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend, or increase any Letter of Credit to the extent necessary to cover any outstanding obligations of Lessee under this Lease and hold such amounts as Lessor reasonably estimates are required to cover such obligations, provided that notice of such outstanding obligations is delivered by Lessor to Lessee within sixty (60) days following the Issuing Bank later of the expiration of the Term (as the same may be extended) and the date on which Lessee has fully vacated all of the Facilities. For avoidance of doubt, the provisions of this Section 44.1.11 shall not otherwise entered into arrangements reasonably satisfactory derogate from the provisions of Section 44.1.6 or Section 44.1.7 (including any right or obligation of Lessee to increase or decrease a Letter of Credit or to replace a Letter of Credit with cash or a guaranty, pursuant to the Issuing Bank and Borrower to eliminate the Issuing Bank’s risk with respect to the Defaulting Lender’s participation in Letters of Credit; and (F) Revolving Agent may release any cash collateral provided by Borrower pursuant to this Section 2.23(a)(v) to the Issuing Bank and the Issuing Bank may apply any such cash collateral to the payment of such Defaulting Lender’s Applicable Percentage of any L/C Disbursement that is not reimbursed by Borrower pursuant to Section 2.05provisions thereof).

Letter of Credit Provisions. If (a) All Letters of Credit delivered pursuant to this Agreement shall be additional security for the payment of the Obligations. During the continuance of an Event of Default, Lender shall have the right, at its option, to draw on any Letter of Credit is outstanding at and to apply all or any part thereof to the time that a payment of the Obligations in such order, proportion or priority as Lender becomes a Defaulting Lender then:may determine. Any such application to the Debt during the continuance of an Event of Default shall be subject to the Prepayment Fee and/or Liquidated Damages Amount, if any, applicable thereto. On the Maturity Date, if the Debt has not otherwise been paid in full, any such Letter of Credit Collateral may be applied to reduce the Debt. (Ab) Borrower shall within one Business Day following notice by Revolving Agent Cash Collateralize such Defaulting Lender’s L/C Exposure (after giving effect In addition to any partial reallocation other right Lender may have to draw upon a Letter of Credit pursuant to clause (A) above)the terms and conditions of this Agreement, pursuant Lender shall have the additional rights to a cash collateral agreement to be entered into draw in form and substance reasonably satisfactory to Revolving Agent, for so long as such L/C Exposure is outstanding; provided, that Borrower shall not be obligated to Cash Collateralize any Defaulting Lender’s L/C Exposure if such Defaulting Lender is also the Issuing Bank; (B) if Borrower Cash Collateralizes any portion of such Defaulting Lender’s L/C Exposure pursuant to this Section 2.23(a)(iv), Borrower shall not be required to pay any L/C Participation Fees to Revolving Agent pursuant to Section 2.12(b) with respect to such Cash Collateralized portion theL/C Exposure during the period such L/C Exposure is Cash Collateralized; (C) [reserved]; (D) to the extent any Defaulting Lender’s L/C Exposure is not Cash Collateralized, then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all L/C Participation Fees that would have otherwise been payable under Section 2.12(b) with respect to such portion of such L/C Exposure shall instead be payable to the Issuing Bank until such portion of the L/C Exposure is Cash Collateralized or reallocated; (E) so long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend, or increase full any Letter of Credit delivered (and deposit such proceeds in the Cash Collateral Account): (i) if Lender has received a notice from the issuing bank that the Letter of Credit will not be renewed and a substitute Letter of Credit is not provided at least thirty (30) days prior to its expiration date; (ii) upon receipt of notice from the issuing bank that the Letter of Credit will be terminated (except if a substitute Letter of Credit is provided); or (iii) if Lender has received notice that the bank issuing the Letter of Credit shall cease to be an Eligible Institution (unless an alternative Eligible Institution issues an equivalent Letter of Credit within fifteen (15) Business Days of Borrower’s receipt of notice of same). Notwithstanding anything to the extent contrary contained in the Issuing Bank above, Lender is not obligated to draw any Letter of Credit upon the happening of an event specified in clauses (i), (ii) or (iii) above and shall not be liable for any losses sustained by Borrower due to the insolvency of the bank issuing the Letter of Credit if Lender has not otherwise entered into arrangements drawn upon the Letter of Credit. With respect to any Letter of Credit delivered to Lender in connection with this Loan, such Letter of Credit must be accompanied by an instrument reasonably acceptable to Lender whereby the applicant/obligor under such Letter of Credit shall have waived all rights of subrogation against Borrower thereunder until the Debt has been paid in full. Borrower shall also pay to Lender all of Lender’s reasonable out-of-pocket costs and expenses in connection therewith. Neither Borrower nor the applicant/obligor under the Letter of Credit shall be entitled to draw upon the Letter of Credit. (c) Notwithstanding anything to the contrary in this Agreement, the aggregate amounts of (i) all Letters of Credit delivered pursuant to this Agreement or any other Loan Document plus (ii) all partner loans outstanding among the direct and indirect equity holders in WWP Sponsor or Holdings (whether or not complying with the provisions of clause (ii) of the definition of Permitted Indebtedness in the Senior Loan Agreement), may not exceed ten percent (10%) of the Outstanding Principal Balance unless Borrower delivers to Lender a new bankruptcy non-consolidation opinion, or a modification of the Insolvency Opinion, reasonably satisfactory to the Issuing Bank and Borrower to eliminate the Issuing Bank’s risk with respect Lender to the Defaulting Lender’s participation in effect that such Letters of Credit; andCredit cannot reasonably be expected to impair, negate, adversely change or qualify the opinions rendered in the Insolvency Opinion. (Fd) Revolving Agent may release Upon the repayment of the entire principal balance of the Notes and any cash collateral provided by other amounts outstanding under the Notes, this Agreement, or any of the other Loan Documents in accordance with the terms of this Agreement, Lender will deliver to Borrower pursuant all outstanding Letters of Credit together with written authorization from Lender to this Section 2.23(a)(v) to the Issuing Bank and the Issuing Bank may apply any such cash collateral to the payment of such Defaulting Lender’s Applicable Percentage of any L/C Disbursement that is not reimbursed by Borrower pursuant to Section 2.05cancel same.

Letter of Credit Provisions. If at any Letter time Tenant elects to deposit an L-C as the Security Deposit, the L-C shall be issued by a bank reasonably acceptable to Landlord, shall be issued for a term of Credit is outstanding at the time that least twelve (12) months, shall be unconditional, clean and irrevocable, and shall be in a Lender becomes a Defaulting Lender then: (A) Borrower shall within one Business Day following notice by Revolving Agent Cash Collateralize such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement to be entered into in form and substance with such content reasonably satisfactory acceptable to Revolving AgentLandlord. The L-C shall be payable on sight with the bearer's draft. The L-C shall state that it shall be payable against sight drafts presented by Landxxxx, xxcompanied by Landxxxx'x xtatement that said drawing is in accordance with the terms and conditions of this Lease; no other document or certification from Landlord shall be required to negotiate the L-C. Landlord may designate any bank as Landlord's advising bank for so long collection purposes and any sight drafts for the collection of the L-C may be presented by the advising bank on Landlord's behalf. Tenant shall either replace the expiring L-C with an L-C in an amount equal to the original L-C or renew the expiring L-C, in any event no later than thirty (30) days prior to the expiration of the term of the L-C then in effect. If Tenant fails to deposit a replacement L-C or renew the expiring L-C, Landlord shall have the right to draw upon the expiring L-C for the full amount thereof and hold the same as such L/C Exposure is outstandingthe Security Deposit; provided, however, that Borrower if Tenant provides a replacement L-C that meets the requirements of this Section 26, then Landlord shall return to Tenant promptly in cash that amount of the L-C that had been drawn upon by Landlord. The fee for the maintenance of the L-C shall be at Tenant's sole cost and expense. The L-C shall not be obligated mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. The L-C shall be transferable to Cash Collateralize any Defaulting Lender’s L/C Exposure if such Defaulting Lender is also of the Issuing Bank; following parties: (Bi) if Borrower Cash Collateralizes any secured or unsecured lender of Landlord, (ii) any assignee, successor, transferee or other purchaser of all or any portion of the Building, or any interest in the Building, (iii) any partner, shareholder, member or other direct or indirect beneficial owner in Landlord (to the extent of, and in connection with an assignment of, their interest in the Lease). Further, in the event of any sale, assignment or transfer by the Landlord of its interest in the Premises or the Lease, Landlord shall have the right to assign or transfer the L-C to its grantee, assignee or transferee and in the event of any sale, assignment or transfer; the landlord so assigning or transferring the L-C shall have no liability to the Tenant for the return of the L-C, and Tenant shall look solely to such Defaulting Lender’s grantee, assignee or transferee for such return. The use, application or retention of the L/C Exposure pursuant to this Section 2.23(a)(iv)-C, Borrower or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law, it being intended that Landlord shall not first be required to pay any L/C Participation Fees to Revolving Agent pursuant to Section 2.12(b) with respect to such Cash Collateralized portion theL/C Exposure during the period such L/C Exposure is Cash Collateralized; (C) [reserved]; (D) to the extent any Defaulting Lender’s L/C Exposure is not Cash Collateralized, then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all L/C Participation Fees that would have otherwise been payable under Section 2.12(b) with respect to such portion of such L/C Exposure shall instead be payable to the Issuing Bank until such portion of proceed against the L/C Exposure is Cash Collateralized -C, and such use, application or reallocated; (E) so long as any Lender is a Defaulting Lender, the Issuing Bank retention shall not operate as a limitation on any recovery to which Landlord may otherwise be required to issue, amend, or increase any Letter of Credit to the extent the Issuing Bank has not otherwise entered into arrangements reasonably satisfactory to the Issuing Bank and Borrower to eliminate the Issuing Bank’s risk with respect to the Defaulting Lender’s participation in Letters of Credit; and (F) Revolving Agent may release any cash collateral provided by Borrower pursuant to this Section 2.23(a)(v) to the Issuing Bank and the Issuing Bank may apply any such cash collateral to the payment of such Defaulting Lender’s Applicable Percentage of any L/C Disbursement that is not reimbursed by Borrower pursuant to Section 2.05entitled.

Letter of Credit Provisions. Except as hereinafter provided, --------------------------- Tenant shall keep in full force and effect, from the date of execution of this Lease until sixty (60) days after the expiration of the Term of this Lease, an unconditional and irrevocable letter of credit in favor of and for the account of Landlord which satisfies all of the following requirements (the "Letter of Credit"): (a) The Letter of Credit have a term expiring not less than thirty (30) days after the scheduled expiration of the Term of this Lease; provided, however, the Letter of Credit may have a term of not less than one (1) year if the Letter of Credit provides that it will automatically renew on an annual basis throughout the above specified period and that Landlord will be given a notice of renewal or non-renewal of the Letter of Credit by the issuer on or before thirty (30) days prior to the expiration of the then current term of the Letter of Credit. If such a notice of renewal is not given to Landlord, Landlord may, at any time during the period commencing twenty-five (25) days prior to the expiration of the Letter of Credit until the expiration of the Letter of Credit, draw upon the Letter of Credit and treat the proceeds as a cash Security Deposit under this Lease unless Tenant, on or before such drawing by Landlord, delivers to Landlord a substitute Letter of Credit complying with all of the requirements of this Exhibit F. (b) The Letter of Credit shall be in an amount not less than $300,000.00; provided, however, such maximum amount may be reduced by Tenant in accordance with the provisions of subparagraph 6(b) of the Lease. (c) The Letter of Credit shall be transferable by Landlord and by any subsequent Landlord under this Lease in connection with any assignment of this Lease to a new owner of the Premises so long as the Landlord and new owner agree, in writing, that only the new owner may draw upon the Letter of Credit and the new owner has assumed all of the Landlord's obligations under this Lease to be performed after the date of such assignment (except that such written agreement and assumption shall not be necessary if the new owner has acquired the Premises as a result of the exercise of a lienholder's rights under a mortgage, deed of trust, assignment of leases or other instrument of hypothecation or as a result of a transfer or deed in lieu of the exercise of such rights). (d) The Letter of Credit shall be issued by Silicon Valley Bank or other financial institution incorporated or chartered under the laws of the United States or any state thereof and approved by Landlord, which approval shall not be unreasonably withheld or delayed so long as Tenant furnishes to Landlord such information concerning the creditworthiness and financial stability of such institution as Landlord shall reasonably request, and shall otherwise be in form and substance satisfactory to Landlord. (e) The Letter of Credit may be drawn upon from time to time by Landlord upon presentations by the Landlord of the Letter of Credit and a written statement signed by Landlord certifying, under penalty of perjury, (i) that the Tenant has failed to perform any one or more of the obligations required to be performed by Tenant under the Lease, and has not cured such failure, that such default has continued beyond all applicable notice and cure periods, that the amount drawn on the Letter of Credit is outstanding at the time that a Lender becomes a Defaulting Lender then: (A) Borrower shall within one Business Day following notice by Revolving Agent Cash Collateralize such Defaulting Lender’s L/C Exposure (after giving effect amount due to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to Revolving Agent, for so long as such L/C Exposure is outstanding; provided, that Borrower shall not be obligated to Cash Collateralize any Defaulting Lender’s L/C Exposure if such Defaulting Lender is also the Issuing Bank; (B) if Borrower Cash Collateralizes any portion of such Defaulting Lender’s L/C Exposure pursuant to this Section 2.23(a)(iv), Borrower shall not be required to pay any L/C Participation Fees to Revolving Agent pursuant to Section 2.12(b) with respect to such Cash Collateralized portion theL/C Exposure during the period such L/C Exposure is Cash Collateralized; (C) [reserved]; (D) to the extent any Defaulting Lender’s L/C Exposure is not Cash Collateralized, then, without prejudice to any rights or remedies Landlord on account of the Issuing Bank or any Lender hereunderTenant's default, all L/C Participation Fees and that would have otherwise been payable under Section 2.12(b) with respect Landlord is therefore entitled to such portion of such L/C Exposure shall instead be payable to draw upon the Issuing Bank until such portion of the L/C Exposure is Cash Collateralized or reallocated; (E) so long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend, or increase any Letter of Credit in the amount requested; or (ii) that Landlord is specifically entitled under the Lease to the extent the Issuing Bank has not otherwise entered into arrangements reasonably satisfactory to the Issuing Bank and Borrower to eliminate the Issuing Bank’s risk with respect to the Defaulting Lender’s participation in Letters of Credit; and (F) Revolving Agent may release any cash collateral provided by Borrower pursuant to this Section 2.23(a)(v) to the Issuing Bank and the Issuing Bank may apply any such cash collateral to the payment of such Defaulting Lender’s Applicable Percentage of any L/C Disbursement that is not reimbursed by Borrower pursuant to Section 2.05draw thereon.

Letter of Credit Provisions. If any (i) Each Letter of Credit is outstanding at shall be issued by all Lenders as a single multi-Lender letter of credit, but the time that a obligation of each Lender becomes a Defaulting thereunder shall be several, and not joint, based upon its Pro Rata Share in effect on the date of issuance of such Letter of Credit. Each Letter of Credit shall be substantially in the form attached as Exhibit I. Without the prior written consent of each Lender, no Letter of Credit shall be issued which varies the several and not joint nature of the liability of each Lender thenthereunder. (ii) Each Letter of Credit shall be executed and delivered by the Agent in the name and on behalf of, and as attorney-in-fact for, each Lender. The Agent shall act under each Letter of Credit as the agent of each Lender to: (A) Borrower shall within one Business Day following notice receive drafts, demands and other documents presented by Revolving Agent Cash Collateralize the beneficiary under such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to Revolving Agent, for so long as such L/C Exposure is outstanding; provided, that Borrower shall not be obligated to Cash Collateralize any Defaulting Lender’s L/C Exposure if such Defaulting Lender is also the Issuing BankLetter of Credit; (B) if Borrower Cash Collateralizes any portion determine whether such drafts, demands and other documents are in compliance with the terms and conditions of such Defaulting Lender’s L/C Exposure pursuant to this Section 2.23(a)(iv), Borrower shall not be required to pay any L/C Participation Fees to Revolving Agent pursuant to Section 2.12(b) with respect to such Cash Collateralized portion theL/C Exposure during the period such L/C Exposure is Cash Collateralized; (C) [reserved]; (D) to the extent any Defaulting Lender’s L/C Exposure is not Cash Collateralized, then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all L/C Participation Fees that would have otherwise been payable under Section 2.12(b) with respect to such portion of such L/C Exposure shall instead be payable to the Issuing Bank until such portion of the L/C Exposure is Cash Collateralized or reallocated; (E) so long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend, or increase any Letter of Credit to the extent the Issuing Bank has not otherwise entered into arrangements reasonably satisfactory to the Issuing Bank and Borrower to eliminate the Issuing Bank’s risk with respect to the Defaulting Lender’s participation in Letters of Credit; and (FC) Revolving notify such Lender and the Borrower that a valid drawing has been made and the date that the related payment under such Letter of Credit is to be made; provided that the Agent may release (in such capacity) shall have no obligation or liability for any cash collateral provided payment to be made under any Letter of Credit, and each Letter of Credit shall expressly so provide. Each Lender hereby irrevocably appoints and designates the Agent as its attorney-in-fact, acting through any duly authorized officer of the Agent, to execute and deliver in the name and on behalf of such Lender each Letter of Credit to be issued by Borrower pursuant to this Section 2.23(a)(v) such Lender hereunder. Promptly upon the request of the Agent, each Lender will furnish to the Issuing Bank Agent such powers of attorney or other evidence as any beneficiary of any Letter of Credit may reasonably request in order to demonstrate that the Agent has the power to act as attorney-in-fact for such Lender to execute and deliver such Letter of Credit. The Borrower and the Issuing Bank may apply Lenders agree that each Letter of Credit shall provide that all drafts, demands and other documents presented thereunder shall be delivered to the Agent and that all payments thereunder shall be made by the Lenders obligated thereon through the Agent. Each Lender shall be severally liable under each Letter of Credit in proportion to its Pro Rata Share on the date of issuance of such Letter of Credit and each Letter of Credit shall specify each Lender’s share of the amount payable thereunder. (iii) The Borrower and each Lender hereby authorize the Agent to review on behalf of each Lender each draft, demand and other document presented under each Letter of Credit. The determination of the Agent as to the conformity of any documents presented under a Letter of Credit to the requirements of such Letter of Credit shall be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Letter of Credit. The Agent shall promptly after such examination: (A) notify each of the Lenders obligated under such Letter of Credit and the Borrower by telephone (confirmed in writing) of such demand for payment and of each Lender’s share of such payment; (B) deliver to each such Lender a copy of each document purporting to represent a demand for payment under such Letter of Credit; and (C) notify each Lender and the Borrower whether said demand for payment was properly made under such Letter of Credit. (iv) With respect to any drawing determined by the Agent to have been properly made under a Letter of Credit, each Lender will make a payment under such Letter of Credit in accordance with its liability under such Letter of Credit and this Agreement, such payment to be made to the Agent. The Agent will make any such cash collateral payment available to the payment beneficiary of such Defaulting Lender’s Applicable Percentage Letter of Credit by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with such demand for payment. Promptly following any payment by any Lender in respect of any L/C Disbursement Letter of Credit, the Agent will notify the Borrower of such payment; provided that is any failure to give or delay in giving such notice shall not reimbursed relieve the Borrower of its obligation to reimburse the Lenders with respect to any such payment. The responsibility of the Agent and the Lenders in connection with any draft or demand presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft or demand) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. The Agent shall not be required to make any payment under a Letter of Credit in excess of the amount received by Borrower pursuant to Section 2.05it from the Lenders for such payment.

Letter of Credit Provisions. If (a) The Fronting Lender will exercise and give the same care and attention to each Letter of Credit issued by it hereunder as it gives to its other letters of credit and similar obligations. The Fronting Lender's sole liability to each Lender shall be to promptly return to the Agent, for the account of the Lenders, each Lender's Proportionate Share of any payments made to the Fronting Lender by the Borrower hereunder (other than the fees and amounts payable to the Fronting Lender for its own account) if the Borrower has made a payment to the Fronting Lender hereunder. Each Lender agrees that, in paying any drawing under a Letter of Credit, the Fronting Lender shall not have any responsibility to obtain any document (other than as expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of any person delivering any such document. The Fronting Lender and its representatives, officers, employees or agents shall not be liable to any Lender for: (i) any action taken or omitted to be taken in connection herewith at the request or with the approval of the Lenders; (ii) any action taken or omitted to be taken in connection with any Letter of Credit is outstanding at in the time that a Lender becomes a Defaulting Lender then:absence of gross negligence or wilful misconduct; or (Aiii) Borrower the execution, effectiveness, genuineness, validity, or enforceability of any Letter of Credit, or any other document contemplated thereby. The Fronting Lender shall within one Business Day following notice not incur any liability by Revolving Agent Cash Collateralize such Defaulting Lender’s L/C Exposure acting in reliance upon any notice, consent, certificate, statement or other writing (after giving effect to any partial reallocation pursuant to clause (Awhich may be a bank wire, telex or similar writing) above), pursuant to a cash collateral agreement believed by it to be entered into in form and substance reasonably satisfactory genuine or to Revolving Agent, for so long as such L/C Exposure is outstanding; provided, that Borrower shall not be obligated to Cash Collateralize any Defaulting Lender’s L/C Exposure if such Defaulting Lender is also signed by the Issuing Bank;proper person or persons. (Bb) if Borrower Cash Collateralizes any portion Each of such Defaulting Lender’s L/C Exposure pursuant the Borrowers and the Lenders hereby authorizes the Fronting Lender to this Section 2.23(a)(iv), Borrower shall not be required to pay any L/C Participation Fees to Revolving Agent pursuant to Section 2.12(b) with respect to such Cash Collateralized portion theL/C Exposure during review on behalf of each Lender each Draft and other document presented under each Letter of Credit. The determination of the period such L/C Exposure is Cash Collateralized; (C) [reserved]; (D) Fronting Lender as to the extent conformity of any Defaulting Lender’s L/C Exposure is not Cash Collateralized, then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all L/C Participation Fees that would have otherwise been payable documents presented under Section 2.12(b) with respect to such portion of such L/C Exposure shall instead be payable to the Issuing Bank until such portion of the L/C Exposure is Cash Collateralized or reallocated; (E) so long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend, or increase any Letter of Credit to the extent requirements of such Letter of Credit shall, in the Issuing Bank has not otherwise entered into arrangements reasonably satisfactory absence of the Fronting Lender's gross negligence or wilful misconduct, be conclusive and binding on each of the Borrowers and Lenders. The Fronting Lender shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Letter of Credit. The Fronting Lender shall promptly after such examination: (i) notify the Agent and the applicable Borrower by telephone (confirmed in writing) of such demand for payment; (ii) deliver to the Issuing Bank and Borrower Agent a copy of each document purporting to eliminate the Issuing Bank’s risk with respect to the Defaulting Lender’s participation in Letters represent a demand for payment under such Letter of Credit; and (Fiii) Revolving notify the Agent may release any cash collateral provided by Borrower pursuant to this Section 2.23(a)(v) to the Issuing Bank and the Issuing Bank may apply any applicable Borrower whether said demand for payment was properly made under such cash collateral to the payment Letter of such Defaulting Lender’s Applicable Percentage of any L/C Disbursement that is not reimbursed by Borrower pursuant to Section 2.05Credit.

Letter of Credit Provisions. Any Letter of Credit delivered hereunder shall be subject to the following provisions: (a) The Supplier shall (i) renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit, (ii) if the financial institution that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide a substitute Letter of Credit or other equivalent form of security satisfactory to the Buyer at least ten (10) Business Days prior to the expiration of the outstanding Letter of Credit, and (iii) if a financial institution issuing a Letter of Credit fails to honour the Buyer’s properly documented request to draw on an outstanding Letter of Credit (other than a failure to honour as a result of a request to draw that does not conform to the requirements of such Letter of Credit), provide for the benefit of the Buyer (A) a substitute Letter of Credit that is issued by another financial institution, or (B) other security satisfactory to the Buyer in an amount equal to such outstanding Letter of Credit, in either case within five (5) Business Days after the Supplier receives notice of such refusal. (b) A Letter of Credit shall provide that the Buyer may draw upon the Letter of Credit in an amount (up to the face amount or part thereof remaining available to be drawn thereunder for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Supplier but that have not been paid to the Buyer within the time allowed for such payments under this Agreement (including any related notice or grace period or both). A Letter of Credit shall provide that a drawing may be made on the Letter of Credit upon submission to the financial institution issuing the Letter of Credit of one or more certificates specifying the amounts due and owing to the Buyer in accordance with the specific requirements of the Letter of Credit. The location where the drawing may be made must be Xxxxxxx, Xxxxxxx. (c) If the Supplier shall fail to renew, substitute, or sufficiently increase the amount of an outstanding Letter of Credit (as the case may be), or establish one or more additional Letters of Credit or other equivalent form of security satisfactory to the Buyer when required hereunder, then without limiting any other remedies the Buyer may have under this Agreement, the Buyer (i) may draw on the undrawn portion of any outstanding Letter of Credit and retain for its own account, as liquidated damages and not as a penalty, the amount equal to one (1%) percent of the face value of such outstanding Letter of Credit and/or (ii) prior to the expiry of such Letter of Credit, may draw on the entire, undrawn portion of any outstanding Letter of Credit, upon submission to the financial institution issuing such Letter of Credit of a certificate specifying the entire amount of the Letter of Credit is outstanding at owing to the time that Buyer in accordance with the specific requirements of the Letter of Credit. Any amount then due and owing to the Buyer shall be received by the Buyer as liquidated damages and not as a Lender becomes penalty. If the amounts then due and owing are less than the amount drawn under such Letter of Credit, then such excess amount shall be held as Completion and Performance Security. The Supplier shall remain liable for any amounts due and owing to the Buyer and remaining unpaid after the application of the amounts so drawn by the Buyer. If the Supplier subsequently delivers a Defaulting Lender then: (A) Borrower shall within one Business Day following notice by Revolving Agent Cash Collateralize such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation Letter of Credit or other security or other collateral permitted pursuant to clause (A) above)hereto, pursuant to a cash collateral agreement to be entered into in form and substance reasonably each case satisfactory to Revolving Agentthe Buyer in its sole and absolute discretion as to form, for so long substance and amount, then upon acceptance by the Buyer thereof, the Buyer shall remit to the Supplier all amounts held by the Buyer as such L/C Exposure is outstanding; provided, that Borrower shall not be obligated to Cash Collateralize any Defaulting Lender’s L/C Exposure if such Defaulting Lender is also the Issuing Bank; (B) if Borrower Cash Collateralizes any portion of such Defaulting Lender’s L/C Exposure Completion and Performance Security pursuant to this Section 2.23(a)(iv6.3(c). (d) The costs and expenses of establishing, Borrower renewing, substituting, cancelling, increasing and reducing the amount of (as the case may be) one or more Letters of Credit shall not be required borne by the Supplier. (e) The Buyer shall return a Letter of Credit held by the Buyer to pay any L/C Participation Fees to Revolving Agent the Supplier, if the Supplier is substituting a Letter of Credit of a greater or lesser amount pursuant to Section 2.12(b6.3(a), within five (5) with respect to such Cash Collateralized portion theL/C Exposure during Business Days from the period such L/C Exposure is Cash Collateralized; (C) [reserved]; (D) to the extent any Defaulting LenderBuyer’s L/C Exposure is not Cash Collateralized, then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all L/C Participation Fees that would have otherwise been payable under Section 2.12(b) with respect to such portion receipt of such L/C Exposure shall instead be payable to the Issuing Bank until such portion of the L/C Exposure is Cash Collateralized or reallocated; (E) so long as any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue, amend, or increase any substituted Letter of Credit to the extent the Issuing Bank has not otherwise entered into arrangements reasonably satisfactory to the Issuing Bank and Borrower to eliminate the Issuing Bank’s risk with respect to the Defaulting Lender’s participation in Letters of Credit; and (F) Revolving Agent may release any cash collateral provided by Borrower pursuant to this Section 2.23(a)(v) to the Issuing Bank and the Issuing Bank may apply any such cash collateral to the payment of such Defaulting Lender’s Applicable Percentage of any L/C Disbursement that is not reimbursed by Borrower pursuant to Section 2.05.