Common use of Reduction in Letter of Credit Clause in Contracts

Reduction in Letter of Credit. Provided that Tenant (i) has not been in default of any of its monetary or material non-monetary obligations under this Lease in the twelve (12) months prior to the applicable Reduction Date, as hereafter defined, and (ii) has not been in default under this Lease beyond applicable notice and cure periods at any time during the Term (collectively, “Reduction Conditions”), the Letter of Credit shall be reduced as set forth below on each of the Reduction Dates. As used herein, the “Hard Reduction Date” shall be the first day of the forty-third (43rd) full calendar month following the Rent Commencement Date (e.g., on June 1, 2019 if the Rent Commencement Date is November 10, 2015) and the “Revenue Reduction Date” shall be the first day of the month following the end of the first calendar year in the Term in which Tenant’s total annual revenue equals or exceeds Seventy Million and 00/100 Dollars ($70,000,00.00), as evidenced by a certified copy of Xxxxxx’s most recent audited financial statements. Provided that the Reduction Conditions are met on the applicable Reduction Date, the Letter of Credit shall be reduced by Five Hundred Thousand and 00/100 Dollars ($500,000.00), effective as of the Hard Reduction Date, and by Five Hundred Thousand and 00/100 Dollars ($500,000.00), effective as of the Revenue Reduction Date. The parties acknowledge that the Revenue Reduction Date may occur before or after the Hard Reduction Date, or may never occur. Tenant shall request such reduction in a written notice to Landlord after the applicable Reduction Date, and if the Reduction Conditions have been met, Landlord shall so notify Tenant, whereupon Tenant shall provide Landlord with a Substitute Letter of Credit in the reduced amount (in which event Landlord shall forthwith return the previously held Letter of Credit), or an amendment to the Letter of Credit reducing it to the reduced amount. If the Reduction Conditions are not met on a Reduction Date, Tenant shall have no further right to reduce the amount of the Letter of Credit pursuant to this Section 7.3.

Reduction in Letter of Credit. Provided that Tenant (i) has not been in default of any of its monetary or material non-monetary obligations under this Lease in the twelve (12) months prior to the applicable Reduction Date, as hereafter defined, and (ii) has not been in default under this Lease beyond applicable notice and cure periods at any time during in the Term twelve (collectively12) months prior to the Reduction Date, as hereafter defined, (“Reduction Conditions”), the Letter of Credit shall be reduced as set forth below on each of the Reduction Dates. As used herein, the “Hard Reduction Date” shall be the first day date that Tenant provides Landlord with evidence of the forty-third (43rd) full calendar month following the Rent Commencement Date (e.g., on June 1, 2019 if the Rent Commencement Date is November 10, 2015) and the “Revenue Reduction Date” shall be the first day a capital contribution to Tenant that results in a net increase of the month following the end of the first calendar year cash in the Term in which Tenant’s total annual revenue equals or exceeds Seventy balance sheet of at least Two Hundred Million and 00/100 Dollars ($70,000,00.00200,000,000.00), as evidenced by a certified copy of Xxxxxx’s most recent audited financial statements. Provided that the Reduction Conditions are met on the applicable Reduction Date, the Letter of Credit shall be reduced by to Five Hundred Thirty Thousand Five Hundred Forty-Eight and 00/100 50/100 Dollars ($500,000.00530,548.50), effective as of the Hard Reduction Date, and by Five Hundred Thousand and 00/100 Dollars ($500,000.00), effective as of the Revenue Reduction Date. The parties acknowledge that the Revenue Reduction Date may occur before or after the Hard Reduction Date, or may never occur. Tenant shall request such reduction in a written notice to Landlord after the applicable Reduction Date, and if the Reduction Conditions have been met, Landlord shall so notify Tenant, whereupon Tenant shall provide Landlord with a Substitute Letter of Credit in the reduced amount (in which event Landlord shall forthwith return the previously held Letter of Credit), or an amendment to the Letter of Credit reducing it to the reduced amount. If the Reduction Conditions are not met on a the Reduction Date, Tenant shall have no further the right to reduce the amount of the Letter of Credit pursuant to as aforesaid on the date after the Reduction Date when Tenant has not been in default under this Section 7.3Lease beyond applicable notice and cure periods for the immediately preceding twelve (12) month period.

Reduction in Letter of Credit. Provided On the condition (the “Reduction Condition”) that Tenant (i) has not been in default as of any of its monetary or material non-monetary obligations under this Lease in the twelve (12) months prior to the applicable Effective Reduction Date, as hereafter hereinafter defined, and there then exists no uncured Event of Default by Tenant under the Lease, then upon the date (iithe “Effective Reduction Date”) has not been in default under this Lease beyond applicable notice and cure periods at any time during that Tenant executes an initial public offering, the Term (collectively, “Reduction Conditions”), amount of the Letter of Credit shall may, at Tenant’s election, be reduced as set forth below on each of the Reduction Dates. As used herein, the to $1,186,462.50 (“Hard Reduction Date” shall be the first day of the forty-third (43rd) full calendar month following the Rent Commencement Date (e.g., on June 1, 2019 if the Rent Commencement Date is November 10, 2015) and the “Revenue Reduction Date” shall be the first day of the month following the end of the first calendar year in the Term in which Tenant’s total annual revenue equals or exceeds Seventy Million and 00/100 Dollars ($70,000,00.00), as evidenced by a certified copy of Xxxxxx’s most recent audited financial statements. Provided that the Reduction Conditions are met on the applicable Reduction Date, the Reduced Letter of Credit shall be reduced by Five Hundred Thousand and 00/100 Dollars ($500,000.00Amount”). If the Reduction Condition is satisfied, effective as of the Hard Reduction Date, and by Five Hundred Thousand and 00/100 Dollars ($500,000.00), effective as of the Revenue Reduction Date. The parties acknowledge that the Revenue Reduction Date Tenant may occur before or after the Hard Reduction Date, or may never occur. Tenant shall request such reduction in a give Landlord written notice (the “Reduction Notice”) so notifying Landlord, together with evidence, reasonably satisfactory to Landlord after the applicable Reduction DateLandlord, and if the Reduction Conditions have been met, Landlord shall so notify of Tenant, whereupon Tenant shall provide Landlord with ’s status as a publicly traded company together with: (i) a Substitute Letter of Credit in the applicable reduced amount (amount, in which event Landlord shall forthwith return form satisfying the previously held Letter requirements of Credit)this Section 7, or (ii) an amendment to the existing Letter of Credit Credit, in form and substance reasonably acceptable to Landlord, reducing it to the reduced amount. If the Reduction Conditions are not met on a Reduction Date, Tenant shall have no further right to reduce the amount of the existing Letter of Credit pursuant to the Reduced Letter of Credit Amount. If Tenant delivers to Landlord a Substitute Letter of Credit satisfying the foregoing requirements, as aforesaid, then Landlord shall exchange the existing Letter of Credit which Landlord is then holding for such Substitute Letter of Credit within ten (10) business days after Xxxxxxxx receives such Substitute Letter of Credit to Landlord. If Landlord declines to reduce the Letter of Credit based upon the fact that any of the Reduction Condition have not been satisfied, but Tenant subsequently satisfies the Reduction Condition, then Tenant may submit a new Reduction Notice to Landlord for the reduction in the Letter of Credit in accordance with the provisions of this Section 7.37.7. In no event shall the Letter of Credit ever be less than $1,186,462.50. The Letter of Credit, as it may be reduced in accordance with the foregoing, shall continue to be held by Landlord throughout the Term of the Lease, as it may be extended hereunder.

Reduction in Letter of Credit. Provided that Tenant (i) has not been in default of any of its monetary or material non-monetary obligations under this Lease in the twelve (12) months prior to the applicable Reduction Date, as hereafter defined, and (ii) has not been in default under this Lease beyond applicable notice and cure periods at At any time during the Term (collectively, “Reduction Conditions”), the Letter of Credit shall be reduced as set forth below on each of the Reduction Dates. As used herein, the “Hard Reduction Date” shall be or after the first day of the fortythirty-third seventh (43rd37th) full calendar month following the Rent Commencement Date (e.g., on June 1, 2019 if for the Rent Commencement Date is November 10, 2015) and the “Revenue Reduction Date” shall be the first day of the month following the end of the first calendar year in the Term in which Tenant’s total annual revenue equals or exceeds Seventy Million and 00/100 Dollars ($70,000,00.00), as evidenced by a certified copy of Xxxxxx’s most recent audited financial statements. Provided that the Reduction Conditions are met on the applicable Reduction Date, the Letter of Credit shall be reduced by Five Hundred Thousand and 00/100 Dollars ($500,000.00), effective as of the Hard Reduction Date, and by Five Hundred Thousand and 00/100 Dollars ($500,000.00), effective as of the Revenue Reduction Date. The parties acknowledge that the Revenue Reduction Date may occur before or after the Hard Reduction Date, or may never occur. Tenant shall request such reduction in a written notice to Landlord after the applicable Reduction Date, and if the Reduction Conditions have been met, Landlord shall so notify Tenant, whereupon Tenant shall provide Landlord with a Substitute Letter of Credit in the reduced amount (in which event Landlord shall forthwith return the previously held Letter of Credit), or an amendment to the Letter of Credit reducing it to the reduced amount. If the Reduction Conditions are not met on a Reduction DatePhase II Premises, Tenant shall have no further a one-time right to reduce the amount of the Letter of Credit, subject to the remainder of this Paragraph 6.C, by Notice to Landlord (the “Reduction Notice”), which right shall be exercisable by Tenant upon either: (i) an acquisition of Tenant by purchase, merger (which shall include a so-called “reverse triangular merger”), consolidation, or nonbankruptcy reorganization (a “Corporate Acquisition”) by, into or with a business entity having a Market Capitalization, on a proforma basis, including the acquisition of Tenant, on the last day of the calendar month immediately preceding the delivery of the Reduction Notice (the “Reduction Effective Date”), exceeding Ten Billion Dollars ($10,000,000,000.00), and positive EBITDA exceeding Twenty-Five Million Dollars ($25,000,000.00) for the trailing twelve (12) months prior to the Reduction Effective Date (such entity, the “Acquiring Entity”); or (ii) if Tenant has positive EBITDA exceeding Thirty Million Dollars ($30,000,000.00) for the trailing twelve (12) months prior to the Reduction Effective Date, a public offering of an equity interest in Tenant on a nationally recognized securities exchange (an “IPO”) with Tenant having a minimum Market Capitalization of Four Billion Dollars ($4,000,000,000.00). Satisfaction of the foregoing financial covenants shall be evidenced by Tenant’s audited financial statements, certified by Tenant’s chief financial officer and in a form reasonably satisfactory to Landlord. A Reduction Notice shall not be deemed effective if at any time prior to the delivery of such Reduction Notice an Event of Default (not timely cured following notice and an opportunity to cure) has occurred under this Lease. Upon Tenant’s delivery of such audited financial statements (or such publicly available financial reports or evidence of market capitalization as are provided by an acquiring entity that has shares traded on a public exchange as referenced in subsection (i) above) to Landlord evidencing the satisfaction of the applicable financial requirements, Landlord shall within fifteen (15) days thereafter notify Tenant whether such financial statements are satisfactory to Lender and whether Tenant is eligible for a reduction in the amount of the Letter of Credit pursuant as provided herein, in which case Landlord will agree to this Section 7.3.execute an amendment to the Letter of Credit reducing the amount of the Letter of Credit as follows: