Common use of Letter of Credit Reduction Conditions Clause in Contracts

Letter of Credit Reduction Conditions. If Tenant is allowed to reduce the L-C Amount pursuant to the terms of this Section 21.7, then Landlord shall reasonably cooperate with Tenant in order to effectuate such reduction. For purposes of this Section 21.7, the “L-C Reduction Conditions” shall mean that Tenant is not then in Default under this Lease, and either of the following conditions is satisfied, as demonstrated, in the case of item (i) below, by Tenant’s most recent year-end annual financial reports prepared and certified by an independent certified public accountant and delivered to Landlord within one hundred fifty (150) days following the end of the financial year in question: (i) Tenant has (A) a positive “net operating cashflow” (defined below) of at least Seventy-Five Million and 00/100 Dollars ($75,000,000.00) and (B) a Tangible Net Worth of at least One Hundred Million and 00/100 Dollars or (ii) an initial public offering of Tenant’s stock on a national public exchange with an “equity market capitalization” of greater than Eight Billion and 00/100 Dollars ($8,000,000,000.00). For purposes of this Section 21.7.3, “net operating cashflow” shall mean cash flow from operating activities as stated in Tenant’s audited Financials, as determined by generally accepted accounting principles, less dividends. In the event Tenant fails to deliver to Landlord evidence reasonably satisfactory to Landlord demonstrating the Tenant satisfies the L-C Reduction Conditions prior to the applicable Reduction Date, or if Tenant fails to deliver a certificate of amendment to the existing L-C as required by this Section 21.7, then the L-C Amount shall not be reduced upon such applicable Reduction Date, but the terms of this Section 21.7 shall remain effective and the L-C Amount shall thereafter be reduced, to the amount applicable to such Reduction Date (which reductions would be retroactive, and cumulative), on the date Tenant delivers to Landlord evidence reasonably satisfactory to Landlord demonstrating that Tenant has, once again, satisfied the L-C Reduction Conditions (provided that no such reductions shall be permitted in the event this Lease is terminated early as a result of a Tenant Default) for a period of at least eight (8) calendar quarters. After Tenant has met the Letter of Credit Reduction Conditions set forth in item (A), above, but not item (B), above, upon request, Landlord shall have the right to inspect, at Tenant’s offices in San Francisco, California, Tenant’s current quarterly financial reports, provided that any reports made available to Landlord shall be certified as true and correct by Tenant’s chief financial officer, and at a minimum shall include an income statement, balance sheet and cash flow, and applicable notes thereto.

Letter of Credit Reduction Conditions. If Tenant is allowed to reduce the L-C Amount pursuant to the terms TCCs of this Section 21.721.9, then Landlord shall reasonably cooperate with Tenant in order to effectuate such reduction. For purposes of this Section 21.721.9, the “L-C Reduction Conditions” shall mean that Tenant is not then in Default default under this Lease, and either both of the following conditions is are satisfied, as demonstrated, in the case of item (i) below, demonstrated by Tenant’s most recent year-end annual financial reports prepared and certified by an independent certified public accountant and delivered to Landlord within one hundred fifty (150) days following the end of the financial year in questionLandlord: (i) Tenant has at least $200,000,000.00 of unrestricted cash on Tenant’s balance sheet, and (Aii) a positive “net operating cashflow” (defined below) Tenant has maintained an EBITDA of at least Seventy-Five Million and 00/100 Dollars $25,000,000.00 for each of the previous four ($75,000,000.004) and (B) a Tangible Net Worth of at least One Hundred Million and 00/100 Dollars or (ii) an initial public offering of Tenant’s stock on a national public exchange with an “equity market capitalization” of greater than Eight Billion and 00/100 Dollars ($8,000,000,000.00)consecutive financial quarters. For purposes of this Section 21.7.3, 21.9.3 “net operating cashflowEBITDA,” shall mean cash flow from operating activities as stated in Tenant’s audited FinancialsEarnings Before Interest, as Taxes, Depreciation and Amortization, determined by in accordance with generally accepted accounting principlespractices, less dividendsconsistently applied (“GAAP”). In the event Tenant fails to deliver to Landlord evidence reasonably satisfactory to Landlord demonstrating the Tenant satisfies the L-C Reduction Conditions (as modified by Section 21.9.2, if applicable) prior to the applicable Reduction Date, or if Tenant fails to deliver a certificate of amendment to the existing L-C as required by this Section 21.721.9, then the L-C Amount shall not be reduced upon such applicable Reduction Date, but the terms TCCs of this Section 21.7 21.9 shall remain effective and effective, provided that (subject to Section 21.9.1 above) any scheduled reductions in the L-C Amount shall thereafter be reduced, to the amount applicable to take place immediately after such Reduction Date (which reductions would be retroactive, and cumulative), on the date Tenant delivers to Landlord evidence reasonably satisfactory to Landlord demonstrating that Tenant has, once again, satisfied the L-C Reduction Conditions (as modified by Section 21.9.2, if applicable) are satisfied (provided that no such reductions shall be permitted in the event this Lease is terminated early as a result of a Tenant Default) for a period default under Article 19 of at least eight (8) calendar quartersthis Lease). After Tenant has met the Letter of Credit Reduction Conditions set forth in item (A), above, but not item (B), above, upon request, Landlord shall have the right exercise commercially reasonable efforts to inspect, at Tenant’s offices in San Francisco, California, Tenant’s current quarterly financial reports, keep all such information provided that any reports made available to Landlord shall be certified as true under the preceding sentence confidential, pursuant to the TCCs of Section 29.28 below and correct by Tenant’s chief financial officer, and at subject to a minimum shall include an income statement, balance sheet and cash flow, and applicable notes theretocommercially reasonable confidentiality agreement.

Letter of Credit Reduction Conditions. If Tenant is allowed to reduce the L-C Amount pursuant to the terms TCCs of this Section 21.7, then Landlord shall reasonably cooperate with Tenant in order to effectuate such reduction. For purposes of this Section 21.7, the “L-C Reduction Conditions” shall mean that Tenant is not then in Default default under this Lease, and either of the following conditions is satisfied, as demonstrated, in the case of item (i) below, by Tenant’s most recent year-end annual financial reports prepared and certified by an independent certified public accountant and delivered to Landlord within one hundred fifty (150) days following the end of the financial year in question: (i) Tenant has (A) a positive “net operating cashflow” cashflow (defined belowhereinbelow) of at least Seventy-Five Million and 00/100 Dollars ($75,000,000.00) for a period of at least six (6) calendar quarters and (B) a Tangible Net Worth of at least One Hundred Million and 00/100 Dollars ($100,000,000.00) or (ii) an initial public offering of Tenant’s stock on a national public exchange with an “equity market capitalization” of greater than Eight Three Billion and 00/100 Dollars ($8,000,000,000.003,000,000,000.00). For purposes of this Section 21.7.3, “net operating cashflow” shall mean cash flow from operating activities as stated in Tenant’s audited Financialsfinancials, as determined by generally accepted accounting principles, less dividends. In the event Tenant fails to deliver to Landlord evidence reasonably satisfactory to Landlord demonstrating the Tenant satisfies the L-C Reduction Conditions prior to the applicable Reduction Date, or if Tenant fails to deliver a certificate of amendment to the existing L-C as required by this Section 21.7, then the L-C Amount shall not be reduced upon such applicable Reduction Date, but the terms TCCs of this Section 21.7 shall remain effective and the L-C Amount shall thereafter be reduced, to the amount applicable to such Reduction Date (which reductions would be retroactive, and cumulative), on the date Tenant delivers to Landlord evidence reasonably satisfactory to Landlord demonstrating that Tenant has, once again, satisfied the L-C Reduction Conditions (provided that no such reductions shall be permitted in the event this Lease is terminated early as a result of a Tenant Defaultdefault under Article 19 of this Lease) for a period of at least eight six (8) 6) calendar quarters. After Tenant has met the Letter of Credit Reduction Conditions set forth in item (A), above, but not item (B), above, upon request, Landlord shall have the right to inspect, at Tenant’s offices in San FranciscoRedwood City, California, Tenant’s current quarterly financial reports, provided that any reports made available to Landlord shall be certified as true and correct by Tenant’s chief financial officer, and at a minimum shall include an income statement, balance sheet and cash flow, and applicable notes thereto. Landlord shall exercise commercially reasonable efforts to keep all such information provided to Landlord under the preceding sentence confidential, pursuant to the TCCs of Section 29.28 below.

Letter of Credit Reduction Conditions. If Tenant is allowed to reduce the L-C Amount pursuant to the terms of this Section 21.7, then Landlord shall reasonably cooperate with Tenant in order to effectuate such reduction. For purposes of this Section 21.7, the “"L-C Reduction Conditions” " shall mean that Tenant is not then in Default under this Lease, and either of the following conditions is satisfied, as demonstrated, in the case of item (i) below, by Tenant’s 's most recent year-end annual financial reports prepared and certified by an independent certified public accountant and delivered to Landlord within one hundred fifty (150) days following the end of the financial year in question: (i) Tenant has (A) a positive “"net operating cashflow” " (defined below) of at least Seventy-Five One Hundred Million and 00/100 Dollars ($75,000,000.00100,000,000.00) and (B) a Tangible Net Worth of at least One Hundred Million and 00/100 Dollars ($100,000,000.00) or (ii) an initial public offering of Tenant’s 's stock on a national public exchange with an “"equity market capitalization” " of greater than Eight Billion and 00/100 Dollars ($8,000,000,000.00). For purposes of this Section 21.7.3, “"net operating cashflow” " shall mean cash flow from operating activities as stated in Tenant’s 's audited Financialsfinancials, as determined by generally accepted accounting principles, less dividends. In the event Tenant fails to deliver to Landlord evidence reasonably satisfactory to Landlord demonstrating the Tenant satisfies the L-C Reduction Conditions prior to the applicable Reduction Date, or if Tenant fails to deliver a certificate of amendment to the existing L-C as required by this Section 21.7, then the L-C Amount shall not be reduced upon such applicable Reduction Date, but the terms of this Section 21.7 shall remain effective and the L-C Amount shall thereafter be reduced, to the amount applicable to such Reduction Date (which reductions would be retroactive, and cumulative), on the date Tenant delivers to Landlord evidence reasonably satisfactory to Landlord demonstrating that Tenant has, once again, satisfied the L-C Reduction Conditions (provided that no such reductions shall be permitted in the event this Lease is terminated early as a result of a Tenant Default) for a period of at least eight (8) calendar quarters. After Tenant has met the Letter of Credit Reduction Conditions set forth in item (A), above, but not item (B), above, upon request, Landlord shall have the right to inspect, at Tenant’s 's offices in San Francisco, California, Tenant’s 's current quarterly financial reports, provided that any reports made available to Landlord shall be certified as true and correct by Tenant’s 's chief financial officer, and at a minimum shall include an income statement, balance sheet and cash flow, and applicable notes thereto.