Common use of Application of Letter of Credit Clause in Contracts

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/C if any of the following shall have occurred or be applicable: (a) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure period, or (b) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (c) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) days, or (d) the Bank has notified Landlord that the L/C will not be renewed or extended through the LC Expiration Date, or (e) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/C, either prior to or following a “draw” by Landlord of any portion of the L/C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L/C. No condition or term of this Lease shall be deemed to render the L/C conditional to justify the issuer of the L/C in failing to honor a drawing upon such L/C in a timely manner. Tenant agrees and acknowledges that (i) the L/C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. U.S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty that is not dismissed within thirty (6030) days, or (dD) the Issuing Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration DateDate and Tenant has not provided a replacement L-C that satisfies the requirements of this Article 21 within thirty (30) days prior to the expiration thereof, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder in each case beyond applicable notice and cure periods or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. If Landlord draws on the L-C pursuant to subpart (A) above, Landlord shall only draw on the L-C to the extent required to cure the default. The use, application or retention of the L/CLC, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “draw” by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i) the L/-C constitutes a separate and independent contract between Landlord and the Issuing Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. U.S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord in writing that the L/-C will not be renewed or extended through the LC Expiration DateDate and Tenant has not replaced the L-C with a new L-C satisfying the conditions of this Article 21, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 21.6.1, below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above 21.2.5, above, or 21.6 Section 21.6, below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder (beyond any applicable notice and cure periods, unless any of the events identified in Sections 21.3(B) through (E) shall have occurred, in which event Landlord may immediately draw upon the L-C notwithstanding any notice and cure period) or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “draw” by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L/-C. In the event of a wrongful draw, the parties shall cooperate to allow Tenant to post a replacement L-C simultaneously with the return to Tenant of the wrongfully drawn sums, and Landlord shall, upon request, confirm in writing to the issuer of the L-C Security that Landlord’s draw was erroneous. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (ia) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (iib) Tenant is not a third party beneficiary of such contract, (iiic) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (ivd) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor [Decipher Biosciences, Inc.] Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is past due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty that is not dismissed within thirty (6030) days, or (dD) the Issuing Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration DateDate and Tenant has not provided a replacement L-C that satisfies the requirements of this Article 21 within thirty (30) days prior to the expiration thereof, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder in each case beyond applicable notice and cure periods or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that to which Landlord has suffered including, without limitation, damages provided to Landlord is entitled pursuant to Section 1951.2 of the California Civil Code as a result of any breach or default by Tenant under this LeaseSection 1951.2. If Landlord draws on the L-C pursuant to subpart (A) above, Landlord shall only draw on the L-C to the extent required to cure the default. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable lawApplicable Law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “draw” by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i) the L/-C constitutes a separate and independent contract between Landlord and the Issuing Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration Date, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 21.6.1, below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 21.6, below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder hereunder, or if any of the foregoing events identified in Sections 21.3(B21.3 (A) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in 000 XXXXXXXX XXXXXXXXX part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “draw” by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant Sublessee hereby acknowledges and agrees that Landlord Sublessor is entering into this Lease Sublease in material reliance upon the ability of Landlord Sublessor to draw upon the L/C Letter of Credit as protection for the full and faithful performance by Tenant Sublessee of all of its obligations under this Lease Sublease and for all losses and damages Landlord Sublessor may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Codeor which Sublessor reasonably estimates that it may suffer) as a result of any breach or default by Tenant Sublessee under this LeaseSublease. LandlordSublessor, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/C Letter of Credit if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord Sublessor under the terms and conditions of this Lease following the expiration of any applicable cure period, Sublease; or (bB) Tenant Sublessee has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), ; or (cC) an involuntary petition has been filed against Tenant Sublessee under the Bankruptcy Code and the same remains undischarged for sixty (60) days, Code; or (dD) the Bank has notified Landlord Sublessor that the L/C Letter of Credit will not be renewed or extended through the LC Expiration Date, ; or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below below) has occurred and Tenant Sublessee has failed to comply with the requirements of either Section 21.2.5 above 1.11(b)(v) or 21.6 belowSection 1.11(f), as applicable. If Tenant Sublessee shall breach any provision of this Lease Sublease or otherwise be in default hereunder or if any of the foregoing events identified in Sections 21.3(BSection 1.11(c)(ii) through (Ev) shall have occurred, Landlord Sublessor may, but without obligation to do so, and without notice to TenantSublessee, draw upon the L/CLetter of Credit, in part or in whole, and the proceeds may be applied by Landlord Sublessor: (i) to cure any breach or default of Tenant Sublessee and/or to compensate Landlord Sublessor for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenantproximately caused by a Sublessee’s breach or default, ; (ii) against any Rent payable by Tenant Sublessee under this Lease Sublease that is not paid when due due; and/or (iii) to pay for all losses and damages that Landlord Sublessor has suffered including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code as which were proximately caused by a result of any breach or default by Tenant Sublessee under this LeaseSublease. The use, application or retention of the L/CLetter of Credit, or any portion thereof, by Landlord Sublessor shall not prevent Landlord Sublessor from exercising any other right or remedy provided by this Lease Sublease or by any applicable law, it being intended that Landlord Sublessor shall not first be required to proceed against the L/CLetter of Credit, and shall not operate as a limitation on any recovery to which Landlord Sublessor may otherwise be entitled. Tenant Sublessee agrees not to interfere in any way with payment to Landlord Sublessor of the proceeds of the L/CLetter of Credit, either prior to or following a “draw” by Landlord Sublessor of any portion of the L/CLetter of Credit, regardless of whether any dispute exists between Tenant Sublessee and Landlord Sublessor as to LandlordSublessor’s right to draw upon the L/C. Letter of Credit. No condition or term of this Lease Sublease shall be deemed to render the L/C Letter of Credit conditional to justify the issuer of the L/C Letter of Credit in failing to honor a drawing upon such L/C Letter of Credit in a timely manner. Tenant Sublessee agrees and acknowledges that that: (i) the L/C Letter of Credit constitutes a separate and independent contract between Landlord Sublessor and the Bank, ; (ii) Tenant Sublessee is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/C or the proceeds thereof; , and (iviii) in the event Tenant Sublessee becomes a debtor under any chapter of the Bankruptcy Code, neither TenantSublessee, any trustee, nor TenantSublessee’s bankruptcy estate shall have any right to restrict or limit LandlordSublessor’s claim and/or rights to the L/C Letter of Credit and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration DateDate and Tenant has not provided a replacement L-C that satisfies the requirements of this Article 22 on or before the date that is thirty (30) days prior to the expiration thereof, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 22.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 22.2.5 above or 21.6 22.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder hereunder, or if any of the foregoing events identified in Sections 21.3(B22.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s 's breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “"draw” " by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s 's right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s 's bankruptcy estate shall have any right to restrict or limit Landlord’s 's claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, Landlord shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following after written notice and the expiration of any applicable cure periodperiods under this Lease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and applicable cure periods under this Lease have expired without the same remains undischarged for sixty (60) daysdismissal of such petition, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration DateDate and Tenant has not obtained a new L-C as provided in Section 32.2(iv), or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 32.2(v) above or 21.6 Section 32.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder after notice and the expiration of applicable cure periods set forth in this Lease, or if any of the foregoing events identified in Sections 21.3(B32.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which by Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or defaultdefault (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code), (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered suffers (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code as a result of any breach or default by Tenant under this LeaseCode). The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “draw” by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that that, irrespective of any contrary provision of this Lease: (i) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contract, and (iii) Tenant has no property interest whatsoever in the L/C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default (beyond the expiration of applicable notice and cure periods) by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease (including following the a breach or default by Tenant and expiration of any applicable notice and cure periodperiods), or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/C will not be renewed or extended through the LC Expiration DateDate (unless Tenant has delivered to Landlord a replacement L/C that satisfies the terms and conditions of this Article 21), or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default (after the expiration of all applicable notice and cure periods) hereunder or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/C, in part or in wholewhole to the extent of amounts due and owing by Tenant to Landlord at such time, and the proceeds may be applied by Landlord (i) to cure any breach or default (beyond the expiration of all applicable notice and cure periods) of Tenant and/or to compensate Landlord for any and all damages of any kind (45) Mountain View Research ParkNeuropace, Inc. or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/C, either prior to or following a “draw” by Landlord of any portion of the L/C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L/C. No condition or term of this Lease shall be deemed to render the L/C conditional to justify the issuer of the L/C in failing to honor a drawing upon such L/C in a timely manner. Tenant agrees and acknowledges that (i) the L/C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is past due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration Date, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable lawApplicable Laws, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “draw” by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L/C. -C provided, however, nothing contained herein shall be deemed to prohibit Tenant from challenging the validity of the amount of said draw following the occurrence thereof. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.. [535 Mission Street]

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord in writing that the L/-C will not be renewed or extended through the LC Expiration DateDate and Tenant has not replaced the L-C with a new L-C satisfying the conditions of this Article 21, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 21.6.1, below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above 21.2.5, above, or 21.6 Section 21.6, below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder (beyond any applicable notice and cure periods, unless any of the events identified in Sections 21.3(B) through (E) shall have occurred, in which event Landlord may immediately draw upon the L-C notwithstanding any notice and cure period) or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s 's breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “"draw” " by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s 's right to draw upon the L/-C. In the event of a wrongful draw, the parties shall cooperate to allow Tenant to post a replacement L-C simultaneously with the return to Tenant of the wrongfully drawn sums, and Landlord shall, upon request, confirm in writing to the issuer of the L-C Security that Landlord’s draw was erroneous. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (ia) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (iib) Tenant is not a third party beneficiary of such contract, (iiic) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (ivd) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s 's bankruptcy estate shall have any right to restrict or limit Landlord’s 's claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration Date, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 21.6.1, below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above 21.2.5, above, or 21.6 Section 21.6, below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s 's breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “"draw” " by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s 's right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L822610.04/C conditional to justify the issuer of the LWLA [THE BOARDWALK] 183362-00050/9-24-20/C in failing to honor a drawing upon such Lmem/C in a timely manner. Tenant agrees and acknowledges that (i) the L/C constitutes a separate and independent contract between Landlord and the Bankmem -39- [Zentalis Pharmaceuticals, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.Inc.]

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/C will not be renewed or extended through the LC Expiration Date, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder beyond any applicable notice and cure period, or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any uncured breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s uncured breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due (subject to the application of any applicable notice and cure periods) and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any uncured breach or default by Tenant under this Lease. The use, application or retention of the L/C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/C, either prior to or following a “draw” by Landlord of any portion of the L/C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L/C. No condition or term of this Lease shall be deemed to render the L/C conditional to justify the issuer of the L/C in failing to honor a drawing upon such L/C in a timely manner. Tenant agrees and acknowledges that (i) the L/C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration Date, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 21.6.1, below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above 21.2.5, above, or 21.6 Section 21.6, below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder or if any of the foregoing events identified in Sections 21.3(B21.3(8) through (E) .(.fil shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s 's breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “"draw” " by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s 's right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (ia) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (iib) Tenant is not a third party beneficiary of such contract, (iiic) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (ivd) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s 's bankruptcy estate shall have any right to restrict or limit Landlord’s 's claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. U.S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided that may be granted to Landlord pursuant to Section 1951.2 of the under California Civil CodeCode Section 1951.2) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration Date, or (eE) a Bank Credit Threat or Receivership (as such term is those terms are defined in Section 21.2.5 above and Section 21.6.1 below, respectively) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered (including, without limitation, damages provided that may be granted to Landlord pursuant to Section 1951.2 of the under California Civil Code Section 1951.2) as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable lawLaw, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “draw” by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i1) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (ii2) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/C or the proceeds thereof, and (iv3) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. U.S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is past due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration Date, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s 's breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable lawApplicable Laws, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “"draw” " by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s 's right to draw upon the L/C. -C provided, however, nothing contained herein shall be deemed to prohibit Tenant from challenging the validity of the amount of said draw following the occurrence thereof. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s 's bankruptcy estate shall have any right to restrict or limit Landlord’s 's claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration Date, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code allowable under Law as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable lawLaw, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “draw” by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i1) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (ii2) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/C or the proceeds thereof, and (iv3) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided that may be granted to Landlord pursuant to Section 1951.2 of the under California Civil CodeCode Section 1951.2) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC L‑C Expiration Date, or (eE) a Bank Credit Threat or Receivership (as such term is those terms are defined in Section 21.2.5 above and Section 21.6.1 below, respectively) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered (including, without limitation, damages provided that may be granted to Landlord pursuant to Section 1951.2 of the under California Civil Code Section 1951.2) as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable lawLaw, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “"draw” " by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s 's right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i1) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (ii2) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/C or the proceeds thereof, and (iv3) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s 's bankruptcy estate shall have any right to restrict or limit Landlord’s 's claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration Date, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder hereunder, or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s Xxxxxx's breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant Xxxxxx agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “"draw” " by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant Xxxxxx and Landlord as to Landlord’s 's 54 000 XXXXXXX XXXXXXXXX [Atara Biotherapeutics, Inc.] right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s 's bankruptcy estate shall have any right to restrict or limit Landlord’s 's claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration Date, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 2.5 above or 21.6 6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder or if any of the foregoing events identified in Sections 21.3(B3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “draw” by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/L- C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. U.S. Bankruptcy Code or otherwise.. EXHIBIT G -2- HCP, INC. Sorrento Gateway [Sorrento Therapeutics, Inc.]

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. U.S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration DateDate and Tenant has not provided a replacement L-C that satisfies the requirements of this Article 21 on or before the date that is thirty (30) days prior to the expiration thereof, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder hereunder, or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “draw” by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. U.S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. To the extent of such actual and/or reasonably estimated losses and damages, Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if during any period in which any one of the following shall have occurred or be is applicable: (aA) such amount is past due to Landlord under the terms and conditions of this Lease following Lease, beyond the expiration of any applicable cure period"L-C Cure Period" (as defined below), or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration Date, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder hereunder, or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s 's breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “"draw” " by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s 's right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contractsubject to Sections 21.5 and 21.6, (iii) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (iviii) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s 's bankruptcy estate shall have any right to restrict or limit Landlord’s 's claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise. “L-C Cure Period” shall mean any applicable notice and cure period expressly set forth in this Lease except that there shall be no L-C Cure Period if Landlord is not permitted for any legal reason from providing written notice of a default.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 49 obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided that may be granted to Landlord pursuant to Section 1951.2 of the under California Civil CodeCode Section 1951.2) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, Landlord shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (ai) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bii) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (ciii) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (div) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration Date, or (e) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder under this Lease beyond all applicable notice and cure periods or if any of the foregoing events identified in Sections 21.3(B35(ii) through (Eiv) shall have occurred, then Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, but only to the extent necessary to cure the applicable default or pay the applicable damages, and the proceeds may be applied by Landlord (i1) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, (ii2) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii3) to pay for all losses and damages that Landlord has suffered (including, without limitation, damages provided that may be granted to Landlord pursuant to Section 1951.2 of the under California Civil Code Section 1951.2) as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable lawLaw, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “draw” by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (iA) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (iiB) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/C or the proceeds thereof, and (ivC) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty that is not dismissed within thirty (6030) days, or (dD) the Issuing Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration DateDate and Tenant has not provided a replacement L-C that satisfies the requirements of this Article 21 within thirty (30) days prior to the expiration thereof, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder in each case beyond applicable notice and cure periods or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from TenantXxxxxx’s breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. If Landlord draws on the L-C pursuant to subpart (A) above, Landlord shall only draw on the L-C to the extent required to cure the default. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant Xxxxxx agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “draw” by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant Xxxxxx and Landlord as to Landlord’s right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i) the L/-C constitutes a separate and independent contract between Landlord and the Issuing Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor TenantXxxxxx’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is past due to Landlord under the terms and conditions TCCs of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement L-C meeting the requirements of this Article 21 within thirty (30) days prior to the then L-C Expiration Date, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable lawApplicable Law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “draw” by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided that may be granted to Landlord pursuant to Section 1951.2 of the under California Civil CodeCode Section 1951.2) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions TCCs of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration Date, or (eE) a Bank Credit Threat or Receivership (as such term is those terms are defined in Section 21.2.5 above and Section 21.6.1 below, respectively) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered (including, without limitation, damages provided that may be granted to Landlord pursuant to Section 1951.2 of the under California Civil Code Section 1951.2) as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable lawLaw, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “"draw” " by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s 's right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i1) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (ii2) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/C or the proceeds thereof, and (iv3) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s 's bankruptcy estate shall have any right to restrict or limit Landlord’s 's claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C (provided that if the amount to be drawn by Landlord is greater than the amount of all losses and damages Landlord may suffer (or which Landlord reasonably estimates that it may suffer) as a result of such breach or default by Tenant, then the amount drawn by Landlord must be reasonable under the then circumstances) if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or 36 HCP, INC.[4939 Director's Place][Sorrento Therapeutics, Inc.] (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration Date, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s 's breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “"draw” " by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s 's right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (ia) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (iib) Tenant is not a third party beneficiary of such contract, (iiic) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (ivd) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s 's bankruptcy estate shall have any right to restrict or limit Landlord’s 's claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord suffers (or which Landlord reasonably estimates that it may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Codesuffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty has not been dismissed within thirty (6030) days, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration Date, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 21.6.1, below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 21.6, below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder hereunder, or if any of the foregoing events identified in Sections 21.3(B21.3 (A) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “draw” by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration DateDate and Tenant has not provided Landlord with a replacement L-C that satisfies the requirements of this Article 21 within forty-five (45) days prior to the expiration thereof, or (e) I a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 21.6.1, below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above 21.2.5, above, or 21.6 Section 21.6, below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder or if any of the foregoing events identified in Sections 21.3(B) through (E) I shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “draw” by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (ia) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (iib) Tenant is not a third party beneficiary of such contract, (iiic) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (ivd) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.. 811311.04/WLA 378421-00002/2-14-20/mem/mem -49- 000 XXXXXXX XXXXXXXXX [Akero Therapeutics, Inc.]

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is past due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty that is not dismissed within thirty (6030) days, or (dD) the Issuing Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration DateDate and Tenant has not provided a replacement L-C that satisfies the requirements of this Article 21 within thirty (30) days prior to the expiration thereof, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above or 21.6 below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder in each case beyond applicable notice and cure periods or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s 's breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that to which Landlord has suffered including, without limitation, damages provided to Landlord is entitled pursuant to Section 1951.2 of the California Civil Code as a result of any breach or default by Tenant under this LeaseSection 1951.2. If Landlord draws on the L-C pursuant to subpart (A) above, Landlord shall only draw on the L-C to the extent required to cure the default. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable lawApplicable Law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “"draw” " by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s 's right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (i) the L/-C constitutes a separate and independent contract between Landlord and the Issuing Bank, (ii) Tenant is not a third party beneficiary of such contract, (iii) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (iv) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s 's bankruptcy estate shall have any right to restrict or limit Landlord’s 's claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

Application of Letter of Credit. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the L/-C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without 49 Mountain View Research Park ViewRay, Inc. SF Legal limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L/-C if any of the following shall have occurred or be applicable: (aA) such amount is due to Landlord under the terms and conditions of this Lease following the expiration of any applicable cure periodLease, or (bB) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “"Bankruptcy Code”"), or (cC) an involuntary petition has been filed against Tenant under the Bankruptcy Code and the same remains undischarged for sixty (60) daysCode, or (dD) the Bank has notified Landlord that the L/-C will not be renewed or extended through the LC Expiration Date, or (eE) a Bank Credit Threat or Receivership (as such term is defined in Section 21.6.1 21.6.1, below) has occurred and Tenant has failed to comply with the requirements of either Section 21.2.5 above 21.2.5, above, or 21.6 Section 21.6, below, as applicable. If Tenant shall breach any provision of this Lease or otherwise be in default hereunder or if any of the foregoing events identified in Sections 21.3(B) through (E) shall have occurred, Landlord may, but without obligation to do so, and without notice to Tenant, draw upon the L/-C, in part or in whole, and the proceeds may be applied by Landlord (i) to cure any breach or default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s 's breach or default, (ii) against any Rent payable by Tenant under this Lease that is not paid when due and/or (iii) to pay for all losses and damages that Landlord has suffered including, without limitation, damages provided to or that Landlord pursuant to Section 1951.2 of the California Civil Code reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. The use, application or retention of the L/-C, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the L/-C, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L/-C, either prior to or following a “"draw” " by Landlord of any portion of the L/-C, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s 's right to draw upon the L/-C. No condition or term of this Lease shall be deemed to render the L/-C conditional to justify the issuer of the L/-C in failing to honor a drawing upon such L/-C in a timely manner. Tenant agrees and acknowledges that (ia) the L/-C constitutes a separate and independent contract between Landlord and the Bank, (iib) Tenant is not a third party beneficiary of such contract, (iiic) Tenant has no property interest whatsoever in the L/-C or the proceeds thereof, and (ivd) in the event Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s 's bankruptcy estate shall have any right to restrict or limit Landlord’s 's claim and/or rights to the L/-C and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.