Common use of Standby Letter of Credit Clause in Contracts

Standby Letter of Credit. A. Reseller shall provide and at all times maintain an irrevocable standby letter of credit payable on demand ("SBLC"), to take effect from the Effective Date, from an affiliate of Citicorp or other lender ("Bank") selected by Gateway and on terms, including the aggregate amount payable thereon ("SBLC Amount"), satisfactory to Gateway. Upon the occurrence of designated events, Gateway shall be entitled to require immediate payment on first demand on the SBLC upon serving a written notice ("Demand Notice") on the Bank for an amount designated by Gateway to be drawn under the SBLC. Gateway shall be entitled to serve the Demand Notice on the Bank on the occurrence of any of the following events: (i) Reseller fails to pay or perform any obligation owed to Gateway when due under this Agreement; Gateway Confidential (ii) A change of control of the Reseller as provided in Section 11.1 of this Agreement or any other substantial change in the ownership of Reseller; (iii) Termination of this Agreement for any reason whatsoever while amounts are owed to Gateway; or (iv) Reseller files for or has instituted against it any proceedings as to its bankruptcy, insolvency, reorganization, judicial management, receivership, liquidation or dissolution, or there is an assignment for the benefit of creditors or there is granted against Reseller a writ of seizure and sale. B. Upon the occurrence of any such event as determined by Gateway and following written notice to Reseller, Gateway shall be entitled to serve the Demand Notice on the Bank for immediate payment of the unpaid overdue balance in the case of (i) above, and for immediate payment of all outstanding obligations to Gateway under this Agreement upon the happening of an event described in (ii), (iii), or (iv) above. C. During the First Year, the available SBLC Amount shall be US$4 million at all times until November 19, 2001 at which time the SBLC Amount shall be increased to maintain availability of US$5 million at all times during the rest of the First Year. During the Second Year and any Renewal Term, Gateway shall be entitled to determine the SBLC Amount on a quarterly basis and upon such determination, Reseller shall provide Gateway with an SBLC with the revised SBLC Amount determined by Gateway. Reseller shall not amend the terms of the SBLC without Gateway's prior written approval.

Standby Letter of Credit. A. Reseller On or before the Commencement Date, Tenant shall provide and at all times maintain deliver to Landlord an irrevocable standby letter of credit payable on demand ("SBLC"), “Letter of Credit”) addressed to take effect Landlord as beneficiary and issued by a financial institution reasonably acceptable to Buyer in an amount equal to the Additional Minimum Monthly Rent that Tenant is obligated to pay to Landlord under this Lease from the Effective Commencement Date to the Expiration Date of this Lease, less the Holdback Amount (as defined below). The terms of the Letter of Credit shall be agreed to by Landlord and Tenant prior to the Commencement Date, from an affiliate and the Letter of Citicorp or other lender ("Bank") selected by Gateway and on terms, including the aggregate amount payable thereon ("SBLC Amount"), satisfactory to Gateway. Upon the occurrence of designated events, Gateway Credit shall be entitled to require immediate payment on first demand on deposited with American Eagle Title Insurance Company (the SBLC upon serving a written notice ("Demand Notice"“Escrow Agent”) on the Bank for an amount designated by Gateway Commencement Date, to be drawn under held by Escrow Agent in compliance with the SBLCPost-Closing Escrow Agreement (as defined below). Gateway shall be entitled to serve the Demand Notice on the Bank on the occurrence of any of the following events: (i) Reseller If Tenant fails to pay or perform any obligation owed to Gateway Additional Minimum Monthly Rent when due under this Agreement; Gateway Confidential (ii) A change Lease and such default is not cured within any applicable notice and cure period, Landlord shall have the right to draw on the Letter of control Credit for payment of the Reseller as provided in Section 11.1 of this Agreement or any other substantial change in the ownership of Reseller; (iii) Termination of this Agreement for any reason whatsoever while amounts are owed to Gateway; or (iv) Reseller files for or has instituted against it any proceedings as to its bankruptcy, insolvency, reorganization, judicial management, receivership, liquidation or dissolution, or there is an assignment for the benefit of creditors or there is granted against Reseller a writ of seizure and sale. B. Upon the occurrence of any such event as determined Additional Minimum Monthly Rent by Gateway and following giving written notice to ResellerTenant and the Escrow Agent, Gateway and submitting to Escrow Agent, for delivery to the issuer of the Letter of Credit, a drawing certificate in the form attached to the Letter of Credit. The amount of the Letter of Credit shall be entitled reduced annually as the remaining Additional Minimum Monthly Rent to serve be paid by Tenant under this Lease is reduced. The Letter of Credit shall be released and cancelled upon payment in full of all Additional Minimum Monthly Rent due to Landlord under this Lease. If the Demand Notice on Letter of Credit has an annual expiration date or an expiration date other than the Bank for immediate payment Expiration Date of this Lease, Tenant shall cause the Letter of Credit to be renewed at least ninety (90) days prior to such expiration date. At the Closing (as defined in Section 3.2 of this Lease), Escrow Agent shall retain a portion of the unpaid overdue balance Purchase Price equal to Two Hundred Twenty Thousand Seven Hundred Eighty-Two and No/100 Dollars ($220,782.00) (the “Holdback Amount”), in the case of (i) abovean escrow account to be held by Escrow Agent pursuant to a post-closing escrow agreement to be executed and delivered at Closing by Landlord, Tenant, and for immediate payment of all outstanding obligations to Gateway under this Agreement upon the happening of an event described in (ii), (iii), or (iv) above. C. During the First Year, the available SBLC Escrow Agent. The Holdback Amount shall be US$4 million at all times until November 19, 2001 at which time held and disbursed by Escrow Agent and applied to the SBLC Amount shall be increased to maintain availability last three (3) months of US$5 million at all times during the rest of the First Year. During the Second Year and any Renewal Term, Gateway shall be entitled to determine the SBLC Amount on a quarterly basis and upon such determination, Reseller shall provide Gateway with an SBLC Additional Minimum Monthly Rent due under this Lease in compliance with the revised SBLC Amount determined by Gateway. Reseller shall not amend the terms of the SBLC without Gateway's prior written approvalPost-Closing Escrow Agreement.

Standby Letter of Credit. A. Reseller (a) On the date of this Project Agreement, Project Co shall provide and at all times maintain deliver, or cause to be delivered, to JBH an irrevocable standby letter of credit payable on demand ("SBLC")the “Standby Letter of Credit”) in the amount of $[REDACTED] substantially in the form of Schedule 28 – Standby Letter of Credit. Project Co may, to take effect with the consent of JBH, which consent may be withheld in the sole discretion of JBH, provide multiple irrevocable standby letters of credit delivered from the Effective Date, from an affiliate Canadian Imperial Bank of Citicorp or other lender Commerce as approved and confirmed by JBH ("Bank"each a “Letter of Credit Provider”) selected by Gateway and on terms, including the aggregate amount payable thereon ("SBLC Amount"), satisfactory to Gateway. Upon the occurrence of designated events, Gateway shall be entitled to require immediate payment on first demand on the SBLC upon serving a written notice ("Demand Notice") on the Bank for in an amount designated by Gateway to be drawn under totalling $[REDACTED] and each substantially in the SBLCform of Schedule 28 – Standby Letter of Credit. Gateway shall be entitled to serve For the Demand Notice on the Bank on the occurrence purposes of any this Section 2.2, each of the following eventsmultiple irrevocable standby letters of credit is referred to as a Standby Letter of Credit. (b) Unless a Standby Letter of Credit is drawn by JBH in accordance with the provisions of this Project Agreement, JBH shall release and deliver the Standby Letter(s) of Credit to Project Co on Financial Close. (c) Project Co shall ensure that the Standby Letter(s) of Credit (and any replacement therefor) is renewed prior to its expiry date if, as at such date, Financial Close will not, or may reasonably be expected not to, have occurred. (d) If Project Co delivers multiple Standby Letters of Credit from multiple Letter of Credit Providers in accordance with Section 2.2(a) with the delivery of multiple Standby Letters of Credit by Letter of Credit Providers, Project Co acknowledges and agrees that: (i) Reseller fails to pay or perform JBH may draw upon any obligation owed to Gateway when due under this Agreement; Gateway ConfidentialStandby Letter of Credit provided by any Letter of Credit Provider in any specified rateable amount; (ii) A change JBH may draw on any Standby Letter of control Credit provided by any Letter of the Reseller as provided Credit Provider in Section 11.1 a disproportionate amount to such Letter of this Agreement or any other substantial change in the ownership of ResellerCredit Providers’ contribution to security; (iii) Termination JBH may draw upon any Standby Letter of this Agreement for Credit provided by any reason whatsoever while amounts are owed to GatewayLetter of Credit Provider even in the event that such Letter of Credit Provider is no longer a Project Co Party; orand (iv) Reseller files for The provision of multiple Standby Letters of Credit shall not in any way prejudice or has instituted against it any proceedings as adversely affect the rights of JBH to its bankruptcydraw on the Standby Letter(s) of Credit in accordance with this Project Agreement, insolvency, reorganization, judicial management, receivership, liquidation or dissolution, or there including in a circumstance where the default giving rise to JBH’s right to draw on the Standby Letter(s) of Credit is an assignment for not the benefit of creditors or there is granted against Reseller a writ of seizure and sale. B. Upon the occurrence result of any such event as determined by Gateway and following written notice to Reseller, Gateway shall be entitled to serve the Demand Notice on the Bank for immediate payment act or omission of the unpaid overdue balance in the case Letter of (iCredit Provider(s) above, and for immediate payment whose Standby Letter of all outstanding obligations to Gateway under this Agreement upon the happening of an event described in (ii), (iii), or (iv) aboveCredit is drawn upon. C. During the First Year, the available SBLC Amount shall be US$4 million at all times until November 19, 2001 at which time the SBLC Amount shall be increased to maintain availability of US$5 million at all times during the rest of the First Year. During the Second Year and any Renewal Term, Gateway shall be entitled to determine the SBLC Amount on a quarterly basis and upon such determination, Reseller shall provide Gateway with an SBLC with the revised SBLC Amount determined by Gateway. Reseller shall not amend the terms of the SBLC without Gateway's prior written approval.

Standby Letter of Credit. A. Reseller shall provide and at all times maintain an irrevocable standby letter of credit payable on demand Within fifteen ("SBLC"), to take effect from 15) days after the Effective Commencement Date, Landlord shall deliver a notice to Tenant specifying the anticipated amount, if any, of the Tenant Improvement Allowance in excess of $25 per rentable square foot used by Landlord related to the design and construction of the Tenant Improvements. Within thirty (30) days of Tenant's receipt of such notice, in addition to the Security Deposit, Tenant shall deposit with Landlord a "Standby Letter of Credit" in the amount of such excess Tenant Improvement Allowance. The Standby Letter of Credit shall: (i) be issued by a commercial bank, (ii) have an expiration date no earlier than the thirty-first (31st) month of the Lease Term, (iii) provide for payment of all or any part of such amount to Landlord upon the issuer's receipt of a sight draft from an affiliate of Citicorp or Landlord along with Landlord's certification that such specified amount is owing to Landlord with no other lender conditions, and ("Bank"iv) selected by Gateway otherwise in a form and on terms, including the aggregate amount payable thereon ("SBLC Amount"), content reasonably satisfactory to GatewayLandlord. Upon Provided that no Event of Default by Tenant under this Lease has previously occurred or is then currently existing, Tenant's obligation to maintain the occurrence Standby Letter of designated eventsCredit shall cease as of the first day of the thirty first (31 st) full calendar month of the Lease Term. In the event that an Event of Default by Tenant occurs prior to such date, Gateway then Tenant shall promptly provide to Landlord, prior to the expiration of the original Standby Letter of Credit a replacement Standby Letter of Credit satisfying the requirements set forth above, except that such replacement Standby Letter of Credit shall have an expiration date no earlier than the expiration date for the initial Lease Term. In the event that Tenant, after using diligent efforts, is unable to obtain a Standby Letter of Credit with the required term, Tenant shall be entitled permitted to require immediate payment on first demand on submit a Standby Letter of Credit with a lesser term, provided that such Standby Letter of Credit shall contain an "evergreen" renewal clause which allows the SBLC upon serving a written notice ("Demand Notice") on the Bank for an amount designated by Gateway Standby Letter of Credit to be drawn under in full unless a replacement Standby Letter of Credit, meeting the SBLC. Gateway shall be entitled above requirements, is provided to serve Landlord at least twenty (20) days prior to the Demand Notice on the Bank on the occurrence of any expiration of the following events: (i) Reseller fails existing Standby Letter of Credit. Any Standby Letter of Credit having a term expiring prior to pay or perform any obligation owed the date through which Tenant is to Gateway when due under this Agreement; Gateway Confidential (ii) A change provide a Standby Letter of control Credit shall contain such an "evergreen" clause. The Standby Letter of Credit is never required to be in an amount greater than the unamortized amount of the Reseller as provided excess Tenant Improvement Allowance from time to time (based upon a 60-month amortization schedule at 10% interest per annum). In the event that an Event of Default occurs while a Standby Letter of Credit is in Section 11.1 effect, Landlord shall have the right to draw funds against such Standby Letter of this Agreement or any other substantial change Credit and use such funds in the ownership of Reseller; (iii) Termination of this Agreement for any reason whatsoever while amounts are owed to Gateway; or (iv) Reseller files for or has instituted against it any proceedings same manner as to its bankruptcy, insolvency, reorganization, judicial management, receivership, liquidation or dissolution, or there is an assignment allowed for the benefit expenditure of creditors or there is granted against Reseller a writ of seizure and salefunds from the Security Deposit. B. Upon the occurrence of any such event as determined by Gateway and following written notice to Reseller, Gateway shall be entitled to serve the Demand Notice on the Bank for immediate payment of the unpaid overdue balance in the case of (i) above, and for immediate payment of all outstanding obligations to Gateway under this Agreement upon the happening of an event described in (ii), (iii), or (iv) above. C. During the First Year, the available SBLC Amount shall be US$4 million at all times until November 19, 2001 at which time the SBLC Amount shall be increased to maintain availability of US$5 million at all times during the rest of the First Year. During the Second Year and any Renewal Term, Gateway shall be entitled to determine the SBLC Amount on a quarterly basis and upon such determination, Reseller shall provide Gateway with an SBLC with the revised SBLC Amount determined by Gateway. Reseller shall not amend the terms of the SBLC without Gateway's prior written approval.

Standby Letter of Credit. A. Reseller On or before the Effective Date, the Landlord shall provide and at all times maintain an deposit, or cause to be deposited, with the Escrow Agent one irrevocable standby letter of credit payable on demand issued by Bank of America, N.A., in the form required hereunder and approved by Mortgagee, in the amount of [**REDACTED**], and an additional irrevocable standby letter of credit issued by an Authorized Bank ("SBLC"as defined herein), in the form required hereunder and approved by Mortgagee, in the amount of $[**REDACTED**], which together shall equal the sum of the Tenant Improvement Allowance less the Cash Deposit (collectively, the “Standby Letter of Credit”). The Standby Letter of Credit shall have an initial expiration date not earlier than December 31, 2012. All costs associated with the Standby Letter of Credit shall be paid by the Landlord. The Tenant shall have the right to take effect from approve the Effective Dateform of the Standby Letter of Credit prior to its issuance, from which approval shall not be unreasonably withheld, conditioned or delayed. The Standby Letter of Credit shall be irrevocable, and shall be issued by Bank of America and/or such other financial institution which is a national or regional banking institution, chartered by the United States or a state within the United States, and maintains offices within the continental United States (any such institution, an affiliate “Authorized Bank”). Any portion of Citicorp or other lender the Standby Letter of Credit issued by Bank of America shall permit a draw thereon in Scranton, Pennsylvania, Los Angeles, California and by facsimile; any portion of the Standby Letter of Credit issued by an Authorized Bank shall permit a draw thereon in Brooklyn, New York and New York, New York, and by facsimile to an office location within the continental United States. The Escrow Agent shall draw under the Standby Letter of Credit, as required hereunder, on a single occasion, which draw shall be in an amount ("Bank"herein referred to as the “Landlord’s Unfunded Cash Contribution Balance”) selected by Gateway and on terms, including which is equal to the lesser of: (Y) the aggregate amount payable thereon balance of the Standby Letter of Credit ("SBLC Amount"the “Aggregate LC Balance”), satisfactory to Gateway. Upon and (Z) the occurrence amount of designated events, Gateway shall be entitled to require immediate payment on first demand the Tenant Improvement Allowance less the aggregate disbursements as of such date made by Escrow Agent on the SBLC upon serving a written notice TI Construction Contract, for FFE&M Costs ("Demand Notice"as defined hereinafter), and for Reimbursable Tenant TI Architect Costs, the parties recognizing that the Standby Letter of Credit is intended to reduce in amount from time to time as and when Landlord Continuing Cash Contributions (as defined hereinafter) on are made towards the Bank for an Tenant Improvement Allowance and that at any given time the aggregate face amount designated by Gateway or amount available to be drawn under the SBLCStandby Letter of Credit may be greater than the amount then required to be paid by Landlord hereunder. Gateway shall be entitled to serve At any time that the Demand Notice on the Bank on the occurrence of any of the following events: (i) Reseller fails to pay or perform any obligation owed to Gateway when due under this Agreement; Gateway Confidential (ii) A change of control of the Reseller as provided in Section 11.1 of this Agreement or any other substantial change in the ownership of Reseller; (iii) Termination of this Agreement for any reason whatsoever while amounts are owed to Gateway; or (iv) Reseller files for or has instituted against it any proceedings as to its bankruptcy, insolvency, reorganization, judicial management, receivership, liquidation or dissolution, or there Escrow Agent is an assignment for the benefit of creditors or there is granted against Reseller a writ of seizure and sale. B. Upon the occurrence of any such event as determined required by Gateway and following written notice to Reseller, Gateway shall be entitled to serve the Demand Notice on the Bank for immediate payment of the unpaid overdue balance in the case of (i) above, and for immediate payment of all outstanding obligations to Gateway under this Agreement upon the happening of an event described in (ii), (iii), or (iv) above. C. During the First Year, the available SBLC Amount shall be US$4 million at all times until November 19, 2001 at which time the SBLC Amount shall be increased to maintain availability of US$5 million at all times during the rest of the First Year. During the Second Year and any Renewal Term, Gateway shall be entitled to determine the SBLC Amount on a quarterly basis and upon such determination, Reseller shall provide Gateway with an SBLC with the revised SBLC Amount determined by Gateway. Reseller shall not amend the terms of the SBLC without Gateway's prior written approvalTI Escrow Agreement to draw under the Standby Letter of Credit, it shall do so by submitting to the financial institution issuing the Standby Letter of Credit an affidavit of the Escrow Agent stating that (I) the Escrow Agent has not received either from the Landlord or on the Landlord’s behalf, any Landlord Continuing Cash Contribution required to be paid by the Landlord under Section 4 of the TI Escrow Agreement within the time period set forth in said Section 4, and (II) the Escrow Agent has received a Verification with respect to the applicable Approved TI Draw Request.