Amount. Contemporaneously with the execution of this Lease, Tenant shall deliver to Landlord either # cash in the amount specified in the Lease Summary Sheet (the “Cash Security Deposit”), which shall be held by Landlord in accordance with Section 7.5 below, or # an irrevocable letter of credit (the “Letter of Credit”) that shall # be in the initial amount of $622,421.90; # be issued on the form attached hereto as Exhibit 6; # name Landlord as its beneficiary; # be drawn on an FDIC insured financial institution reasonably satisfactory to Landlord that both # has an office in the greater Boston metropolitan area that will accept presentation of, and pay against, the Letter of Credit and # satisfies both the Minimum Rating Agency Threshold and the Minimum Capital Threshold (as those terms are defined below). The “Minimum Rating Agency Threshold” shall mean that the issuing bank has outstanding unsecured, uninsured and unguaranteed senior long-term indebtedness that is then rated (without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation) “Baa” or better by Moody’s Investors Service, Inc. and/or “BBB” or better by Standard & Poor’s Rating Services, or a comparable rating by a comparable national rating agency designated by Landlord in its discretion. The “Minimum Capital Threshold” shall mean that the issuing bank has combined capital, surplus and undivided profits of not less than $10,000,000,000. The Letter of Credit (and any renewals or replacements thereof) shall be for a term of not less than one (1) year. If the issuer of the Letter of Credit gives notice of its election not to renew such Letter of Credit for any additional period, Tenant shall be required to deliver a substitute Letter of Credit satisfying the conditions hereof at least thirty (30) days prior to the expiration of the term of such Letter of Credit. If the issuer of the Letter of Credit fails to satisfy either or both of the Minimum Rating Agency Threshold or the Minimum Capital Threshold, Tenant shall be required to deliver a substitute letter of credit from another issuer reasonably satisfactory to the Landlord and that satisfies both the Minimum Rating Agency Threshold and the Minimum Capital Threshold not later than ten (10) business days after Landlord notifies Tenant of such failure. Tenant agrees that it shall from time to time, as necessary, whether as a result of a draw on the Letter of Credit by Landlord pursuant to the terms hereof or as a result of the expiration of the Letter of Credit then in effect, renew or replace the original and any subsequent Letter of Credit so that a Letter of Credit, in the amount required hereunder, is in effect until a date which is at least ninety (90) days after the Expiration Date. If Tenant fails to furnish such renewal or replacement at least sixty (60) days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord may draw upon such Letter of Credit and hold the proceeds thereof (and such proceeds need not be segregated) as a Security Deposit pursuant to the terms of this Article 7 until such time as a renewal or replacement Letter of Credit is furnished. Any renewal or replacement of the original or any subsequent Letter of Credit shall meet the requirements for the original Letter of Credit as set forth above, except that such replacement or renewal shall be issued by a national bank reasonably satisfactory to Landlord at the time of the issuance thereof.
Amount. Contemporaneously with the execution of this Lease, Tenant shall deliver to Landlord either # cash in the amount of $1,698,714.80 (the “Cash Security Deposit”), which shall be held by Landlord in accordance with Section 7.5 below, or # an irrevocable letter of credit (the “Letter of Credit”) that shall # be in the initial amount of $1,698,714.80; # be issued on the form attached hereto as Exhibit 6 or other form reasonably approved by Landlord; # name Landlord as its beneficiary; # be drawn on an FDIC insured financial institution reasonably satisfactory to Landlord (“Approved Issuer”) that both # has an office in the greater Boston metropolitan area that will accept presentation of, and pay against, or allow for facsimile presentment for the payment of the Letter of Credit and # satisfies both the Minimum Rating Agency Threshold and the Minimum Capital Threshold (as those terms are defined below). The “Minimum Rating Agency Threshold” shall mean that the issuing bank has outstanding unsecured, uninsured and unguaranteed senior long-term indebtedness that is then rated (without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation) “Baa” or better by Moody’s Investors Service, Inc. and/or “BBB” or better by Standard & Poor’s Rating Services, or a comparable rating by a comparable national rating agency designated by Landlord in its discretion. The “Minimum Capital Threshold” shall mean that the issuing bank has combined capital, surplus and undivided profits of not less than $10,000,000,000. Notwithstanding the foregoing, Landlord hereby agrees that, as of the Execution Date, First Republic Bank is an Approved Issuer. The Letter of Credit (and any renewals or replacements thereof) shall be for a term of not less than one (1) year. If the issuer of the Letter of Credit gives notice of its election not to renew such Letter of Credit for any additional period, Tenant shall be required to deliver a substitute Letter of Credit satisfying the conditions hereof at least thirty (30) days prior to the expiration of the term of such Letter of Credit. If the issuer of the Letter of Credit fails to satisfy either or both of the Minimum Rating Agency Threshold or the Minimum Capital Threshold, Tenant shall be required to deliver a substitute letter of credit from another issuer reasonably satisfactory to the Landlord and that satisfies both the Minimum Rating Agency Threshold and the Minimum Capital Threshold not later than ten (10) business days after Landlord notifies Tenant of such failure. Tenant agrees that it shall from time to time, as necessary, whether as a result of a draw on the Letter of Credit by Landlord pursuant to the terms hereof or as a result of the expiration of the Letter of Credit then in effect, renew or replace the original and any subsequent Letter of Credit so that a Letter of Credit, in the amount required hereunder, is in effect until a date which is at least sixty (60) days after the Expiration Date. If Tenant fails to furnish such renewal or replacement at least sixty (60) days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord may draw upon such Letter of Credit and hold the proceeds thereof (and such proceeds need not be segregated) as a Security Deposit pursuant to the terms of this Article 7. Any renewal or replacement of the original or any subsequent Letter of Credit shall meet the requirements for the original Letter of Credit as set forth above, except that such replacement or renewal shall be issued by an Approved Issuer.
Within ten (10) business days following the Execution Date, Tenant shall deliver to Landlord an irrevocable letter of credit which shall # be in the amount specified in the Lease Summary Sheet and otherwise in the form attached hereto as [Exhibit 9]; # issued by a FDIC insured financial institution # reasonably acceptable to Landlord upon which presentment may be made in Boston, Massachusetts or by mail or electronic presentation, and # which satisfies the Minimum Rating Agency Threshold and the Minimum Capital Threshold (as such terms are hereinafter defined), it being acknowledged and agreed that Silicon Valley Bank, provided it continues to satisfy the Minimum Rating Agency Threshold and the Minimum Capital Threshold, is hereby deemed to be an acceptable issuer; and # be for a term of one (1) year, subject to extension in accordance with the terms hereof (the “Letter of Credit”). The Letter of Credit shall be held by Landlord, without liability for interest, as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease by the Tenant to be kept and performed during the Term. In no event shall the Letter of Credit be deemed to be a prepayment of Rent nor shall it be considered a measure of liquidated damages. Unless the Letter of Credit is automatically renewing, at least thirty (30) days prior to the maturity date of the Letter of Credit (or any replacement Letter of Credit), Tenant shall deliver to Landlord a replacement Letter of Credit which shall have a maturity date no earlier than the next anniversary of the Commencement Date or one (1) year from its date of delivery to Landlord, whichever is later.
Security Deposit. Tenant shall deposit with Landlord, upon delivery of an executed copy of this Lease to Landlord, a security deposit (the “Security Deposit”) for the performance of all of Tenant’s obligations hereunder in the amount set forth on page 1 of this Lease, which Security Deposit shall be in the form of an unconditional and irrevocable letter of credit (the “Letter of Credit”): # in form and substance satisfactory to Landlord (Landlord acknowledging that the form attached as Exhibit K is reasonable and sufficient for purposes of this Section 6), # naming Landlord as beneficiary, # expressly allowing Landlord to draw upon it at any time from time to time by delivering to the issuer notice that Landlord is entitled to draw thereunder, # issued by an FDIC-insured financial institution satisfactory to Landlord (Landlord acknowledging that Silicon Valley Bank is an approved issuer as of the date of this Lease), and # redeemable by presentation of a sight draft in The Commonwealth of Massachusetts, The State of California, or another jurisdiction approved by Landlord in its sole discretion. If Tenant does not provide Landlord with a substitute Letter of Credit complying with all of the requirements hereof at least 10 days before the stated expiration date of any then current Letter of Credit, Landlord shall have the right to draw the full amount of the current Letter of Credit and hold the funds drawn in cash without obligation for interest thereon as the Security Deposit. Any cash proceeds of the Letter of Credit following a draw by the Landlord (the “Cash Proceeds”) are property of the Landlord, and Tenant shall have no right in the Security Deposit or the Letter of Credit other than the right to a return of the Letter of Credit or such cash proceeds, as applicable, when both the Lease has terminated and Tenant’s obligations under this Lease have been completely fulfilled as set forth herein, as further set forth below.
In lieu of the cash Security Deposit, Tenant may deliver to Landlord in the form of a letter of credit from a banking institution having a net worth of at least ONE BILLION U.S. DOLLARS and meeting the other criteria set forth in this paragraph that a letter of credit issuer must satisfy. The letter of credit shall be in form and content acceptable to Landlord (also at its sole discretion) (the form attached hereto as Exhibit I shall be deemed acceptable to Landlord) for the account of Landlord. Said letter of credit shall be for a term of not less than one # year and shall be automatically renewed by the bank (without notice from Landlord) (i.e. an “evergreen” letter of credit), until Landlord shall be required to return the security to Tenant pursuant to the terms of this Lease but in no event earlier than ninety (90) days after the Expiration Date, and any renewed letter of credit shall be delivered to Landlord no later than sixty (60) days prior to the expiration of the letter of credit then held by Landlord. If any portion of the security deposit shall be utilized by Landlord in the manner permitted by this Lease, Tenant shall, within five (5) days after request by Landlord, replenish the security account by depositing with Landlord, by letter of credit, an amount equal to that utilized by Landlord. Failure of Tenant to comply strictly with the provisions of this Article shall constitute a material breach of this Lease and Landlord shall be entitled to present the letter of credit then held by it for payment (without notice to Tenant). In the event of a bank failure or insolvency affecting the letter of credit, Tenant shall replace same within twenty (20) days after being requested to do so by Landlord. If Landlord reasonably believes that the letter of credit issuer is financially troubled or at risk of failure, Landlord, at Landlord’s option, shall have the right to draw on the letter of credit or require Tenant to substitute letter of credit from a banking institution reasonably satisfactory to Landlord. The letter of credit shall be transferable in connection with a transfer of the Building and Tenant shall be solely responsible for any transfer fees imposed by the Bank.
Section # Letter of Credit. Concurrent with the execution of this Lease, Tenant shall deliver to Landlord a Letter of Credit (as hereinafter defined) in the amount of the Letter of Credit Amount specified in the Basic Lease Information, as security for the faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease. Tenant covenants and agrees to maintain the Letter of Credit in the Letter of Credit Amount throughout the Term of this Lease. The Letter of Credit shall be in the form of a clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) issued by and drawable upon a commercial bank (the “Issuing Bank”), which is satisfactory to Landlord and which satisfies both the Minimum Rating Agency Threshold (as hereinafter defined) and the Minimum Capital Threshold (as hereinafter defined). The “Minimum Rating Agency Threshold” shall mean that the Issuing Bank has outstanding unsecured, uninsured and unguaranteed senior long-term indebtedness that is then rated (without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation) “Baa” or better by Moody’s Investors Service, Inc. and/or “BBB” or better by Standard & Poor’s Rating Services, or a comparable rating by a comparable national rating agency designated by Landlord in its discretion. The “Minimum Capital Threshold” shall mean that the Issuing Bank has combined capital, surplus and undivided profits of not less than $2,000,000,000. Landlord hereby approves Silicon Valley Bank as the Issuing Bank. The Letter of Credit shall # name Landlord as beneficiary, # have a term of not less than one year, # permit multiple drawings, # be fully transferable by Landlord without the payment of any fees or charges by Landlord, and # otherwise be in form and content satisfactory to Landlord. If upon any transfer of the Letter of Credit, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter during the Term. The Letter of Credit (as extended) shall not expire prior to the date which is sixty (60) days after the Expiration Date (as extended). If the Issuing Bank does not renew the Letter of Credit upon the expiration thereof, then the Issuing Bank shall send duplicate notices (the “Non-Renewal Notices”) to Landlord by certified mail, return receipt requested (one of which shall be addressed “Attention, Chief Legal Officer” and the other of which shall be addressed “Attention, Chief Financial Officer”) not less than sixty (60) days next preceding the then expiration date of the Letter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. The Issuing Bank shall agree with all drawers, endorsers and bona fide holders that drafts drawn under and in compliance with the terms of the Letter of Credit will be duly honored upon presentation to the Issuing Bank. The Letter of Credit shall be issued pursuant to, and shall be subject in all respects to, the Uniform Customs and Practice for Documentary Credits ISP 98, International Chamber of Commerce Practices Publication No. [[Identifier]] (1998 Revision).
Tenant shall post the Security Deposit with Landlord in the form of an unconditional, irrevocable, stand-by documentary letter of credit (“Letter of Credit”), as security for the full and faithful performance of each provision of this Lease to be performed by Tenant, and Tenant shall be required to maintain the Letter of Credit with Landlord, during the entire Term and any extended Term of this Lease. Notwithstanding anything to the contrary in this Lease, the Security Deposit shall be posted with the Landlord as follows: # cash in the sum of $200,000.00 upon the full execution and delivery of this Lease (the “Initial Security Deposit”), and # a Letter of Credit in the full amount of the Security Deposit within 10 business days following Tenant’s receipt of the Contingency Notice. Within 10 business days following Landlord’s receipt of such Letter of Credit, Landlord shall return the Initial Security Deposit to Tenant. The Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in the case of an Event of Default by Tenant. The Letter of Credit shall be in substantially the form attached hereto as Exhibit L, which form is hereby approved by Landlord, and shall be issued by [[Organization D:Organization]] or a United States commercial bank with a Moody’s rating of [[Unknown Identifier]] or above. The Letter of Credit must be presentable and payable at the counters of such bank and by facsimile presentation. The Letter of Credit shall specifically provide that Landlord is entitled to make partial draws thereon and shall impose no condition upon the beneficiary’s rights to draw funds under it, other than a written statement by the beneficiary that such sums are due and owing to Landlord under the Lease or similar. The beneficiary of the Letter of Credit shall be Landlord, and the Letter of Credit shall be transferable by Landlord to any person or entity succeeding to Landlord’s ownership of the Premises at Landlord’s cost. The Letter of Credit shall provide for an initial term of at least one year and shall provide that it renews automatically for additional one year terms successively unless the issuer delivers to Landlord at least 60 days’ advance notice of non-renewal by certified mail, return receipt requested, or overnight courier. Failure of Tenant to provide Landlord with a replacement letter of credit satisfactory to Landlord at least 30 days prior to the expiration of the letter of credit, in the event the issuer delivers to Landlord the notice of non- renewal set forth in the foregoing sentence, shall be deemed an Event of Default under the terms of this Lease which shall not require the giving of notice or the allowance of any grace period, and shall entitle Landlord to immediately draw funds under the Letter of Credit; provided, however, that Landlord shall not have the right to avail itself of any remedies with respect to such Event of Default unless funds under the Letter of Credit are not available to be drawn. In the event Landlord receives such funds under the Letter of Credit from the issuing bank in accordance with the terms of the foregoing sentence: # such Event of Default shall be deemed to be cured and Landlord shall hold and apply the funds so drawn, without interest, and only in accordance with the provisions of this Section as if cash in such amount had been posted by Tenant in lieu of the Letter of Credit; and # Tenant shall have the right to substitute a new Letter of Credit meeting the foregoing requirements, in which event Landlord will return the funds received from the issuing bank to Tenant within 30 days after receipt of such new Letter of Credit.
Concurrently with Tenant's execution and delivery of this Lease, Tenant shall deliver to Landlord an irrevocable letter of credit (the "Letter of Credit") in favor of Landlord in the amount of Six Million Three Hundred Fifty-Seven Thousand Seven Hundred Eight Hundred Sixteen and 52/100 Dollars ($6,357,816.52) as security for the performance of Tenant's obligations under this Lease. The Letter of Credit initially delivered pursuant to this Paragraph 5(a) and all substitutions, replacements and renewals of it, must be consistent with and shall satisfy all the following requirements: # the Letter of Credit shall be clean, irrevocable and unconditional and effective immediately upon issuance; # the Letter of Credit must be issued by a national bank which is a member of the New York Clearing House and which has a banking office dedicated to the administration and payment of letters of credit in Los Angeles, California, which bank must be reasonably satisfactory to Landlord; # the Letter of Credit shall have an expiration date no earlier than the first (1st) anniversary of the date of its issuance and shall provide for its automatic renewal from year to year unless terminated by the issuing bank by notice to Landlord given not less than days prior to its expiration date by registered or certified mail (and the final expiration date of the Letter of Credit and all renewals of it shall be no earlier than days following the expiration of the Lease Term); # the Letter of Credit may be drawn at the Los Angeles, California banking office of the issuer and must allow for draws to be made at sight pursuant to a form of draw request reasonably satisfactory to Landlord; # the Letter of Credit must allow for one draw in the whole amount or multiple partial draws (and Landlord shall not, as a condition to any draw, be required to deliver any certificate, affidavit or other writing to the issuer expressing the basis for the draw; nor shall the issuer have the right to inquire as to the basis for the draw or require instruction or authorization from any party other than Landlord; nor shall issuer be permitted to withhold a draw, when requested by Landlord, as a result of any instruction from any other party); # the Letter of Credit shall be freely transferable by Landlord; # the Letter of Credit shall be governed by # the International Standby Practices (SP 98 published by the International Chamber of Commerce) and # the United Nations Convention on Independent Guarantees and Standby Letters of Credit; and # the Letter of Credit shall otherwise be in such form and subject to such requirements as Landlord may reasonably require provided, Landlord hereby approves the form attached here as Exhibit G. Without limiting the generality of the foregoing, the Letter of Credit must be issued by a bank or financial institution acceptable to Landlord # that is chartered under the laws of the United States, any state thereof or the District of Columbia, and which is insured by the Federal Deposit Insurance Corporation, # whose long-term debt ratings on bank level senior debt obligations are rated in not lower than the second highest category by at least two of Fitch Ratings Ltd. ("Fitch"), Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services ("S&P") or their respective successors (the "Rating Agencies") (which, as of the date hereof, shall mean AA from Fitch, Aa from Moody's or AA from S&P) and # which has a short-term deposit rating at the bank level in the highest category from at least two Rating Agencies (which shall mean [[Unknown Identifier]] from Fitch, P-1 from Moody's and A-1 from S&P).
Security Deposit. Within five (5) business days following the execution of this Lease, Tenant shall deliver to Landlord a security deposit (the “Security Deposit”) in the form of a “Letter of Credit” (as defined below) in the amount of $3,500,000 (the “Initial Security Deposit Amount”) for the faithful performance of all terms, covenants and conditions of this Lease (subject to increase # in accordance with [Section 36.1] (the actual amount of the increase in the Security Deposit, if any, pursuant to such [Section 36.1] is hereinafter referred to as the “[Section 36.1] Increased Security Deposit Amount”) and # in the aggregate amount of up to $1,000,000 as further provided in [Section 11(e) of Exhibit 3.2] (the actual amount of the increase in the Security Deposit, if any, pursuant to such [Section 11(e)] is hereinafter referred to as the “[Section 11(e)] Increased Security Deposit Amount”) in the event that Tenant elects to increase the amount of the Landlord’s Contribution). Each letter of credit provided to Landlord hereunder as the Security Deposit shall be in the form of an unconditional, irrevocable, standby letter of credit which shall be in full force and effect for the periods required hereby, and shall meet all of the following conditions (each, a “Letter of Credit”):
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