Common use of Application of Security Deposit Clause in Contracts

Application of Security Deposit. Prior to the Delivery Date, Subtenant shall provide Sublandlord with an irrevocable stand-by letter of credit in the amount of $193,688.00, in a form acceptable to Sublandlord in Sublandlord’s reasonable discretion, and issued by a bank reasonably acceptable to Sublandlord. The letter of credit shall (i) be unconditional, irrevocable, transferable, payable to Sublandlord upon presentment of original to the issuer in person or by courier, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers thirty (30) days’ prior written notice of cancellation to Sublandlord and Subtenant. Any and all fees or costs charged by the issuer in connection with the letter of credit shall be paid by Subtenant. The irrevocable stand-by letter of credit shall remain effective from the Delivery Date through and including the date that is 60 days following the Expiration Date. Notwithstanding the foregoing, and provided that Subtenant is not in default beyond applicable notice and cure periods under this Sublease, as of the 181st day following the Commencement Date, the amount of the Security Deposit required pursuant to this Sublease shall be reduced to $96,844.00. Within 10 days after Sublandlord’s receipt of a replacement letter of credit in the amount of $96,844.00 that is otherwise in the form required by this Section 4.3, Sublandlord shall return the original letter of credit to Subtenant. If Subtenant defaults with respect to any provision of this Sublease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Sublandlord may draw upon all or any part of Subtenant’s letter of credit. If any portion of the Security Deposit is so used, applied, or retained, Subtenant will within 15 days after written demand from Sublandlord, provide to Sublandlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Sublandlord, issued by a bank reasonably acceptable to Sublandlord, in an amount sufficient to restore the Security Deposit to its then required amount pursuant to this Section 4.3. Sublandlord may use, apply or retain all or any part of the Security Deposit for the payment of any Rent, or any other sum in default. In no event shall Sublandlord be required to apply the Security Deposit. Neither the application of the Security Deposit as set forth above nor the restoration by Subtenant of such Security Deposit shall operate to cure such default or to estop Sublandlord from pursuing any remedy to which Sublandlord would otherwise be entitled, unless and until Subtenant has fully compensated Sublandlord for any damage resulting from such default in accordance with this Sublease and Subtenant has restored any Security Deposit and otherwise complied with the terms hereof. Subtenant may not apply the Security Deposit to the payment of Rent or the performance of other obligations. Unless otherwise required by law, Sublandlord will not be required to keep the Security Deposit separate from its general funds and may commingle the Security Deposit with its own funds. Subtenant will not be entitled to interest on the Security Deposit. The Security Deposit will not be deemed a limitation on Sublandlord’s damages or a payment of liquidated damages or a payment of the Rent due for the last month of the term. If Subtenant fully, faithfully and timely performs every provision of this Sublease to be performed by it, the letter of credit will be returned to Subtenant within 30 days after the later of the expiration of the term or Subtenant’s vacation of the Subleased Premises. Notwithstanding the foregoing, Sublandlord shall return the Security Deposit to Sublandlord within three business days after Sublandlord’s receipt of written notice stating that Master Landlord will not consent to this Sublease or the termination of this Sublease pursuant to Section 9.4 hereof.

Application of Security Deposit. Prior Sublessor shall hold the Security Deposit as security for the full and faithful performance of every term, provision, obligation and covenant under this Sublease. If the Security Deposit is paid in immediately available funds, the Security Deposit will be deposited by into an interest-bearing account, which interest shall accrue for the benefit of Sublessee. Subject to the Delivery Date, Subtenant shall provide Sublandlord with an irrevocable stand-by letter earlier return of credit in the amount of $193,688.00, in a form acceptable to Sublandlord in Sublandlord’s reasonable discretion, and issued by a bank reasonably acceptable to Sublandlord. The letter of credit shall (i) be unconditional, irrevocable, transferable, payable to Sublandlord upon presentment of original Security Deposit pursuant to the issuer provisions of the Eaglewood ALF Affiliated Sublease (as defined in person or by courierExhibit “F” attached hereto, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers within thirty (30) days’ prior written notice days of cancellation the end of the Initial Term or Renewal Term, as applicable, Sublessor shall return the Security Deposit to Sublandlord and Subtenant. Any and Sublessee with all fees or costs charged by the issuer in connection with the letter of credit shall be paid by Subtenantaccrued interest. The irrevocable stand-Security Deposit shall not be considered an advance payment of Rent (or of any other sum payable by letter of credit shall remain effective from the Delivery Date through and including the date that is 60 days following the Expiration Date. Notwithstanding the foregoing, and provided that Subtenant is not in default beyond applicable notice and cure periods Sublessee under this Sublease, as ) or a measure of the 181st day following the Commencement Date, the amount of the Security Deposit required pursuant to this Sublease shall be reduced to $96,844.00. Within 10 days after SublandlordSublessor’s receipt damages in case of a replacement letter of credit in the amount of $96,844.00 that is otherwise in the form required default by this Section 4.3, Sublandlord shall return the original letter of credit to SubtenantSublessee. If Subtenant defaults with respect to any provision of this Sublease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Sublandlord may draw upon all or any part of Subtenant’s letter of credit. If any portion of the Security Deposit is so usedpaid in immediately available funds, applied, or retained, Subtenant will within 15 days after written demand from Sublandlord, provide Sublessor shall have no obligation to Sublandlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Sublandlord, issued by a bank reasonably acceptable to Sublandlord, in an amount sufficient to restore maintain the Security Deposit separate and apart from Sublessor’s general and/or other funds but shall deposit same in a separate bank account in order to its then track accrued interest and to provide periodic statements thereof to Sublessee at least quarterly within ten (10) days after each calendar quarter. If Sublessee defaults in respect of any of the terms, provisions, covenants and conditions of this Sublease or if there is a default under any Affiliated Sublease, Sublessor may, but shall not be required amount pursuant to, in addition to this Section 4.3. Sublandlord may useand not in lieu of any other rights and remedies available to Sublessor, apply or retain all or any part of the Security Deposit for and accrued interest to the payment of any Rentsuch sum in default, or any other sum in default. In no event shall Sublandlord that Sublessor may reasonably and necessarily expend or be required to apply expend by reason of such default, including but not limited to, any damages or deficiency in reletting the Security DepositPremises. Neither the application Whenever, and as often as, Sublessor has applied any portion of the Security Deposit as set forth above nor the restoration by Subtenant of such Security Deposit shall operate to cure such Sublessee’s default hereunder or under any Affiliated Sublease, Sublessee shall, within ten (10) days after Notice from Sublessor, deposit additional funds or Letters of Credit with Sublessor sufficient to estop Sublandlord from pursuing any remedy to which Sublandlord would otherwise be entitled, unless and until Subtenant has fully compensated Sublandlord for any damage resulting from such default in accordance with this Sublease and Subtenant has restored any Security Deposit and otherwise complied with the terms hereof. Subtenant may not apply restore the Security Deposit to the payment of Rent or the performance of other obligations. Unless otherwise required by law, Sublandlord will not be full amount then required to keep be deposited with Sublessor, and Sublessee’s failure to do so shall constitute an Event of Default without any further Notice. If Sublessor transfers or assigns its interest under this Sublease in accordance with the terms hereof, Sublessor shall assign the Security Deposit separate from its general funds and may commingle accrued interest to the new sublessor and thereafter Sublessor shall have no further liability for the return of the Security Deposit with its own funds. Subtenant will not be entitled Deposit, and Sublessee agrees to interest on look solely to the new sublessor for the return of the Security Deposit. The Sublessee agrees that it will not assign or encumber or attempt to assign or encumber the Security Deposit will not be deemed a limitation on Sublandlord’s damages or a payment of liquidated damages or a payment of the Rent due for the last month of the term. If Subtenant fullyand that Sublessor, faithfully its successors and timely performs every provision of this Sublease to be performed by it, the letter of credit will be returned to Subtenant within 30 days after the later of the expiration of the term or Subtenant’s vacation of the Subleased Premises. Notwithstanding the foregoing, Sublandlord assigns shall return the Security Deposit to Sublandlord within three business days after Sublandlord’s receipt the last Sublessee in possession of written notice stating the Premises at the last address for which Notice has been given by such Sublessee or set forth in this Sublease, or as otherwise directed by Sublessee in writing, and that Master Landlord will not consent to Sublessor thereafter shall be relieved of any liability therefor, regardless of one or more assignments of this Sublease or any such actual or attempted assignment or encumbrances of the termination Security Deposit. Notwithstanding any provision to the contrary contained in this Sublease, Landlord and Guarantor, jointly and severally, hereby guaranty in favor of this Sublease pursuant to Sublessee the full and indefeasible repayment of the Security Deposit and the Deposits (as defined in Section 9.4 hereof3.5) plus all applicable interest accrued thereon.

Application of Security Deposit. Prior Sublessor shall hold the Security Deposit as security for the full and faithful performance of every term, provision, obligation and covenant under this Sublease. If the Security Deposit is paid in immediately available funds, the Security Deposit will be deposited by into an interest-bearing account, which interest shall accrue for the benefit of Sublessee. Subject to the Delivery Date, Subtenant shall provide Sublandlord with an irrevocable stand-by letter earlier return of credit in the amount of $193,688.00, in a form acceptable to Sublandlord in Sublandlord’s reasonable discretion, and issued by a bank reasonably acceptable to Sublandlord. The letter of credit shall (i) be unconditional, irrevocable, transferable, payable to Sublandlord upon presentment of original Security Deposit pursuant to the issuer provisions of the Eaglewood ALF Affiliated Sublease (as defined in person or by courierExhibit “F” attached hereto, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers within thirty (30) days’ prior written notice days of cancellation the end of the Initial Term or Renewal Term, as applicable, Sublessor shall return the Security Deposit to Sublandlord and Subtenant. Any and Sublessee with all fees or costs charged by the issuer in connection with the letter of credit shall be paid by Subtenantaccrued interest. The irrevocable stand-Security Deposit shall not be considered an advance payment of Rent (or of any other sum payable by letter of credit shall remain effective from the Delivery Date through and including the date that is 60 days following the Expiration Date. Notwithstanding the foregoing, and provided that Subtenant is not in default beyond applicable notice and cure periods Sublessee under this Sublease, as ) or a measure of the 181st day following the Commencement Date, the amount of the Security Deposit required pursuant to this Sublease shall be reduced to $96,844.00. Within 10 days after SublandlordSublessor’s receipt damages in case of a replacement letter of credit in the amount of $96,844.00 that is otherwise in the form required default by this Section 4.3, Sublandlord shall return the original letter of credit to SubtenantSublessee. If Subtenant defaults with respect to any provision of this Sublease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Sublandlord may draw upon all or any part of Subtenant’s letter of credit. If any portion of the Security Deposit is so usedpaid in immediately available funds, applied, or retained, Subtenant will within 15 days after written demand from Sublandlord, provide Sublessor shall have no obligation to Sublandlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Sublandlord, issued by a bank reasonably acceptable to Sublandlord, in an amount sufficient to restore maintain the Security Deposit separate and apart from Sublessor’s general and/or other funds but shall deposit same in a separate bank account in order to its then track accrued interest and to provide periodic statements thereof to Sublessee at least quarterly within ten (10) days after each calendar quarter. If Sublessee defaults in respect of any of the terms, provisions, covenants and conditions of this Sublease or if there is a default under any Affiliated Sublease, Sublessor may, but shall not be required amount pursuant to, in addition to this Section 4.3. Sublandlord may useand not in lieu of any other rights and remedies available to Sublessor, apply or retain all or any part of the Security Deposit for and accrued interest to the payment of any Rentsuch sum in default, or any other sum in default. In no event shall Sublandlord that Sublessor may reasonably and necessarily expend or be required to apply expend by reason of such default, including but not limited to, any damages or deficiency in reletting the Security DepositPremises. Neither the application Whenever, and as often as, Sublessor has applied any portion of the Security Deposit as set forth above nor the restoration by Subtenant of such Security Deposit shall operate to cure such Sublessee’s default hereunder or under any Affiliated Sublease, Sublessee shall, within ten (10) days after Notice from Sublessor, deposit additional funds or Letters of Credit with Sublessor sufficient to estop Sublandlord from pursuing any remedy to which Sublandlord would otherwise be entitled, unless and until Subtenant has fully compensated Sublandlord for any damage resulting from such default in accordance with this Sublease and Subtenant has restored any Security Deposit and otherwise complied with the terms hereof. Subtenant may not apply restore the Security Deposit to the payment of Rent or the performance of other obligations. Unless otherwise required by law, Sublandlord will not be full amount then required to keep be deposited with Sublessor, and Sublessee’s failure to do so shall constitute an Event of Default without any further Notice. If Sublessor transfers or assigns its interest under this Sublease in accordance with the terms hereof, Sublessor shall assign the Security Deposit separate from its general funds and may commingle accrued interest to the new sublessor and thereafter Sublessor shall have no further liability for the return of the Security Deposit with its own funds. Subtenant will not be entitled Deposit, and Sublessee agrees to interest on look solely to the new sublessor for the return of the Security Deposit. The Sublessee agrees that it will not assign or encumber or attempt to assign or encumber the Security Deposit will not be deemed a limitation on Sublandlord’s damages or a payment of liquidated damages or a payment of the Rent due for the last month of the term. If Subtenant fullyand that Sublessor, faithfully its successors and timely performs every provision of this Sublease to be performed by it, the letter of credit will be returned to Subtenant within 30 days after the later of the expiration of the term or Subtenant’s vacation of the Subleased Premises. Notwithstanding the foregoing, Sublandlord assigns shall return the Security Deposit to Sublandlord within three business days after Sublandlord’s receipt the last Sublessee in possession of written notice stating the Premises at the last address for which Notice has been given by such Sublessee or set forth in this Sublease, or as otherwise directed by Sublessee in writing, and that Master Landlord will not consent to Sublessor thereafter shall be relieved of any liability therefor, regardless of one or more assignments of this Sublease or any such actual or attempted assignment or encumbrances of the termination Security Deposit. Notwithstanding any provision to the contrary contained in this Sublease, Landlord and Guarantor, jointly and severally, hereby guaranty in favor of this Sublease pursuant to Section 9.4 hereofSublessee the full and indefeasible repayment of the Security Deposit plus all applicable interest thereon.

Application of Security Deposit. Prior Sublessor shall hold the Security Deposit as security for the full and faithful performance of every term, provision, obligation and covenant under this Sublease. If the Security Deposit is paid in immediately available funds, the Security Deposit will be deposited by into an interest-bearing account, which interest shall accrue for the benefit of Sublessee. Subject to the Delivery Date, Subtenant shall provide Sublandlord with an irrevocable stand-by letter earlier return of credit in the amount of $193,688.00, in a form acceptable to Sublandlord in Sublandlord’s reasonable discretion, and issued by a bank reasonably acceptable to Sublandlord. The letter of credit shall (i) be unconditional, irrevocable, transferable, payable to Sublandlord upon presentment of original Security Deposit pursuant to the issuer provisions of the Eaglewood ALF Affiliated Sublease (as defined in person or by courierExhibit “F” attached hereto, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers within thirty (30) days’ prior written notice days of cancellation the end of the Initial Term or Renewal Term, as applicable, Sublessor shall return the Security Deposit to Sublandlord and Subtenant. Any and Sublessee with all fees or costs charged by the issuer in connection with the letter of credit shall be paid by Subtenantaccrued interest. The irrevocable stand-Security Deposit shall not be considered an advance payment of Rent (or of any other sum payable by letter of credit shall remain effective from the Delivery Date through and including the date that is 60 days following the Expiration Date. Notwithstanding the foregoing, and provided that Subtenant is not in default beyond applicable notice and cure periods Sublessee under this Sublease, as ) or a measure of the 181st day following the Commencement Date, the amount of the Security Deposit required pursuant to this Sublease shall be reduced to $96,844.00. Within 10 days after SublandlordSublessor’s receipt damages in case of a replacement letter of credit in the amount of $96,844.00 that is otherwise in the form required default by this Section 4.3, Sublandlord shall return the original letter of credit to SubtenantSublessee. If Subtenant defaults with respect to any provision of this Sublease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Sublandlord may draw upon all or any part of Subtenant’s letter of credit. If any portion of the Security Deposit is so usedpaid in immediately available funds, applied, or retained, Subtenant will within 15 days after written demand from Sublandlord, provide Sublessor shall have no obligation to Sublandlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Sublandlord, issued by a bank reasonably acceptable to Sublandlord, in an amount sufficient to restore maintain the Security Deposit separate and apart from Sublessor’s general and/or other funds but shall deposit same in a separate bank account in order to its then track accrued interest and to provide periodic statements thereof to Sublessee at least quarterly within ten (10) days after each calendar quarter. If Sublessee defaults in respect of any of the terms, provisions, covenants and conditions of this Sublease or if there is a default under any Affiliated Sublease, Sublessor may, but shall not be required amount pursuant to, in addition to this Section 4.3. Sublandlord may useand not in lieu of any other rights and remedies available to Sublessor, apply or retain all or any part of the Security Deposit for and accrued interest to the payment of any Rentsuch sum in default, or any other sum in default. In no event shall Sublandlord that Sublessor may reasonably and necessarily expend or be required to apply expend by reason of such default, including but not limited to, any damages or deficiency in reletting the Security DepositPremises. Neither the application Whenever, and as often as, Sublessor has applied any portion of the Security Deposit as set forth above nor the restoration by Subtenant of such Security Deposit shall operate to cure such Sublessee’s default hereunder or under any Affiliated Sublease, Sublessee shall, within ten (10) days after Notice from Sublessor, deposit additional funds or Letters of Credit with Sublessor sufficient to estop Sublandlord from pursuing any remedy to which Sublandlord would otherwise be entitled, unless and until Subtenant has fully compensated Sublandlord for any damage resulting from such default in accordance with this Sublease and Subtenant has restored any Security Deposit and otherwise complied with the terms hereof. Subtenant may not apply restore the Security Deposit to the payment of Rent or the performance of other obligations. Unless otherwise required by law, Sublandlord will not be full amount then required to keep be deposited with Sublessor, and Sublessee’s failure to do so shall constitute an Event of Default without any further Notice. If Sublessor transfers or assigns its interest under this Sublease in accordance with the terms hereof, Sublessor shall assign the Security Deposit separate from its general funds and may commingle accrued interest to the new sublessor and thereafter Sublessor shall have no further liability for the return of the Security Deposit with its own funds. Subtenant will not be entitled Deposit, and Sublessee agrees to interest on look solely to the new sublessor for the return of the Security Deposit. The Sublessee agrees that it will not assign or encumber or attempt to assign or encumber the Security Deposit will not be deemed a limitation on Sublandlord’s damages or a payment of liquidated damages or a payment of the Rent due for the last month of the term. If Subtenant fullyand that Sublessor, faithfully its successors and timely performs every provision of this Sublease to be performed by it, the letter of credit will be returned to Subtenant within 30 days after the later of the expiration of the term or Subtenant’s vacation of the Subleased Premises. Notwithstanding the foregoing, Sublandlord assigns shall return the Security Deposit to Sublandlord within three business days after Sublandlord’s receipt the last Sublessee in possession of written notice stating the Premises at the last address for which Notice has been given by such Sublessee or set forth in this Sublease, or as otherwise directed by Sublessee in writing, and that Master Landlord will not consent to Sublessor thereafter shall be relieved of any liability therefor, regardless of one or more assignments of this Sublease or any such actual or attempted assignment or encumbrances of the termination Security Deposit. Notwithstanding any provision to the contrary contained in this Sublease, Landlord and Guarantor, jointly and severally, hereby guaranty in favor of this Sublease pursuant to Section 9.4 hereofSublessee the full and indefeasible repayment of the Security Deposit plus all applicable accrued interest thereon.

Application of Security Deposit. Prior Sublessor shall hold the Security Deposit as security for the full and faithful performance of every term, provision, obligation and covenant under this Sublease. If the Security Deposit is paid in immediately available funds, the Security Deposit will be deposited by into an interest-bearing account, which interest shall accrue for the benefit of Sublessee. Subject to the Delivery Date, Subtenant shall provide Sublandlord with an irrevocable stand-by letter earlier return of credit in the amount of $193,688.00, in a form acceptable to Sublandlord in Sublandlord’s reasonable discretion, and issued by a bank reasonably acceptable to Sublandlord. The letter of credit shall (i) be unconditional, irrevocable, transferable, payable to Sublandlord upon presentment of original Security Deposit pursuant to the issuer provisions of the Eaglewood ALF Affiliated Sublease (as defined in person or by courierExhibit “F” attached hereto, in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers within thirty (30) days’ prior written notice days of cancellation the end of the Initial Term or Renewal Term, as applicable, Sublessor shall return the Security Deposit to Sublandlord and Subtenant. Any and Sublessee with all fees or costs charged by the issuer in connection with the letter of credit shall be paid by Subtenantaccrued interest. The irrevocable stand-Security Deposit shall not be considered an advance payment of Rent (or of any other sum payable by letter of credit shall remain effective from the Delivery Date through and including the date that is 60 days following the Expiration Date. Notwithstanding the foregoing, and provided that Subtenant is not in default beyond applicable notice and cure periods Sublessee under this Sublease, as ) or a measure of the 181st day following the Commencement Date, the amount of the Security Deposit required pursuant to this Sublease shall be reduced to $96,844.00. Within 10 days after SublandlordSublessor’s receipt damages in case of a replacement letter of credit in the amount of $96,844.00 that is otherwise in the form required default by this Section 4.3, Sublandlord shall return the original letter of credit to SubtenantSublessee. If Subtenant defaults with respect to any provision of this Sublease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Sublandlord may draw upon all or any part of Subtenant’s letter of credit. If any portion of the Security Deposit is so usedpaid in immediately available funds, applied, or retained, Subtenant will within 15 days after written demand from Sublandlord, provide Sublessor shall have no obligation to Sublandlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Sublandlord, issued by a bank reasonably acceptable to Sublandlord, in an amount sufficient to restore maintain the Security Deposit separate and apart from Sublessor’s general and/or other funds but shall deposit same in a separate bank account in order to its then track accrued interest and to provide periodic statements thereof to Sublessee at least quarterly within ten (10) days after each calendar quarter. If Sublessee defaults in respect of any of the terms, provisions, covenants and conditions of this Sublease or if there is a default under any Affiliated Sublease, Sublessor may, but shall not be required amount pursuant to, in addition to this Section 4.3. Sublandlord may useand not in lieu of any other rights and remedies available to Sublessor, apply or retain all or any part of the Security Deposit for and accrued interest to the payment of any Rentsuch sum in default, or any other sum in default. In no event shall Sublandlord that Sublessor may reasonably and necessarily expend or be required to apply expend by reason of such default, including but not limited to, any damages or deficiency in reletting the Security DepositPremises. Neither the application Whenever, and as often as, Sublessor has applied any portion of the Security Deposit as set forth above nor the restoration by Subtenant of such Security Deposit shall operate to cure such Sublessee’s default hereunder or under any Affiliated Sublease, Sublessee shall, within ten (10) days after Notice from Sublessor, deposit additional funds or Letters of Credit with Sublessor sufficient to estop Sublandlord from pursuing any remedy to which Sublandlord would otherwise be entitled, unless and until Subtenant has fully compensated Sublandlord for any damage resulting from such default in accordance with this Sublease and Subtenant has restored any Security Deposit and otherwise complied with the terms hereof. Subtenant may not apply restore the Security Deposit to the payment of Rent or the performance of other obligations. Unless otherwise required by law, Sublandlord will not be full amount then required to keep be deposited with Sublessor, and Sublessee’s failure to do so shall constitute an Event of Default without any further Notice. If Sublessor transfers or assigns its interest under this Sublease in accordance with the terms hereof, Sublessor shall assign the Security Deposit separate from its general funds and may commingle accrued interest to the new sublessor and thereafter Sublessor shall have no further liability for the return of the Security Deposit with its own funds. Subtenant will not be entitled Deposit, and Sublessee agrees to interest on look solely to the new sublessor for the return of the Security Deposit. The Sublessee agrees that it will not assign or encumber or attempt to assign or encumber the Security Deposit will not be deemed a limitation on Sublandlord’s damages or a payment of liquidated damages or a payment of the Rent due for the last month of the term. If Subtenant fullyand that Sublessor, faithfully its successors and timely performs every provision of this Sublease to be performed by it, the letter of credit will be returned to Subtenant within 30 days after the later of the expiration of the term or Subtenant’s vacation of the Subleased Premises. Notwithstanding the foregoing, Sublandlord assigns shall return the Security Deposit to Sublandlord within three business days after Sublandlord’s receipt the last Sublessee in possession of written notice stating the Premises at the last address for which Notice has been given by such Sublessee or set forth in this Sublease, or as otherwise directed by Sublessee in writing, and that Master Landlord will not consent to Sublessor thereafter shall be relieved of any liability therefor, regardless of one or more assignments of this Sublease or any such actual or attempted assignment or encumbrances of the termination Security Deposit. Notwithstanding any provision to the contrary contained in this Sublease, Landlord and Guarantor, jointly and severally, hereby guaranty in favor of this Sublease pursuant to Section 9.4 hereof.Sublessee the full and indefeasible repayment of the Security Deposit plus all applicable interest accrued thereon. SUBLEASE AGREEMENT GREENFIELD (Hearth & Care) (Rolf 11-30-18) FINAL CLEAN.docx

Application of Security Deposit. Prior Sublessor shall hold the Security Deposit as security for the full and faithful performance of every term, provision, obligation and covenant under this Sublease. If the Security Deposit is paid in immediately available funds, the Security Deposit will be deposited by into an interest-bearing account, which interest shall accrue for the benefit of Sublessee. Subject to the Delivery Date, Subtenant shall provide Sublandlord with an irrevocable stand-by letter earlier return of credit in the amount of $193,688.00, in a form acceptable to Sublandlord in Sublandlord’s reasonable discretion, and issued by a bank reasonably acceptable to Sublandlord. The letter of credit shall (i) be unconditional, irrevocable, transferable, payable to Sublandlord upon presentment of original Security Deposit pursuant to the issuer provisions of the Eaglewood ALF Affiliated Sublease (as defined in person or by courierExhibit “F” attached hereto), in partial or full draws, and (ii) contain an “evergreen” provision which provides that it is automatically renewed on an annual basis (subject to the permitted date of termination set forth below) unless the issuer delivers within thirty (30) days’ prior written notice days of cancellation the end of the Initial Term or Renewal Term, as applicable, Sublessor shall return the Security Deposit to Sublandlord and Subtenant. Any and Sublessee with all fees or costs charged by the issuer in connection with the letter of credit shall be paid by Subtenantaccrued interest. The irrevocable stand-Security Deposit shall not be considered an advance payment of Rent (or of any other sum payable by letter of credit shall remain effective from the Delivery Date through and including the date that is 60 days following the Expiration Date. Notwithstanding the foregoing, and provided that Subtenant is not in default beyond applicable notice and cure periods Sublessee under this Sublease, as ) or a measure of the 181st day following the Commencement Date, the amount of the Security Deposit required pursuant to this Sublease shall be reduced to $96,844.00. Within 10 days after SublandlordSublessor’s receipt damages in case of a replacement letter of credit in the amount of $96,844.00 that is otherwise in the form required default by this Section 4.3, Sublandlord shall return the original letter of credit to SubtenantSublessee. If Subtenant defaults with respect to any provision of this Sublease beyond applicable notice and cure periods, including but not limited to the provisions relating to the payment of Rent, Sublandlord may draw upon all or any part of Subtenant’s letter of credit. If any portion of the Security Deposit is so usedpaid in immediately available funds, applied, or retained, Subtenant will within 15 days after written demand from Sublandlord, provide Sublessor shall have no obligation to Sublandlord an additional irrevocable, stand-by letter of credit, which shall be in form and substance satisfactory to Sublandlord, issued by a bank reasonably acceptable to Sublandlord, in an amount sufficient to restore maintain the Security Deposit separate and apart from Sublessor’s general and/or other funds but shall deposit same in a separate bank account in order to its then track accrued interest and to provide periodic statements thereof to Sublessee at least quarterly within ten (10) days after each calendar quarter. If Sublessee defaults in respect of any of the terms, provisions, covenants and conditions of this Sublease or if there is a default under any Affiliated Sublease, Sublessor may, but shall not be required amount pursuant to, in addition to this Section 4.3. Sublandlord may useand not in lieu of any other rights and remedies available to Sublessor, apply or retain all or any part of the Security Deposit for and accrued interest to the payment of any Rentsuch sum in default, or any other sum in default. In no event shall Sublandlord that Sublessor may reasonably and necessarily expend or be required to apply expend by reason of such default, including but not limited to, any damages or deficiency in reletting the Security DepositPremises. Neither the application Whenever, and as often as, Sublessor has applied any portion of the Security Deposit as set forth above nor the restoration by Subtenant of such Security Deposit shall operate to cure such Sublessee’s default hereunder or under any Affiliated Sublease, Sublessee shall, within ten (10) days after Notice from Sublessor, deposit additional funds or Letters of Credit with Sublessor sufficient to estop Sublandlord from pursuing any remedy to which Sublandlord would otherwise be entitled, unless and until Subtenant has fully compensated Sublandlord for any damage resulting from such default in accordance with this Sublease and Subtenant has restored any Security Deposit and otherwise complied with the terms hereof. Subtenant may not apply restore the Security Deposit to the payment of Rent or the performance of other obligations. Unless otherwise required by law, Sublandlord will not be full amount then required to keep be deposited with Sublessor, and Sublessee’s failure to do so shall constitute an Event of Default without any further Notice. If Sublessor transfers or assigns its interest under this Sublease in accordance with the terms hereof, Sublessor shall assign the Security Deposit separate from its general funds and may commingle accrued interest to the new sublessor and thereafter Sublessor shall have no further liability for the return of the Security Deposit with its own funds. Subtenant will not be entitled Deposit, and Sublessee agrees to interest on look solely to the new sublessor for the return of the Security Deposit. The Sublessee agrees that it will not assign or encumber or attempt to assign or encumber the Security Deposit will not be deemed a limitation on Sublandlord’s damages or a payment of liquidated damages or a payment of the Rent due for the last month of the term. If Subtenant fullyand that Sublessor, faithfully its successors and timely performs every provision of this Sublease to be performed by it, the letter of credit will be returned to Subtenant within 30 days after the later of the expiration of the term or Subtenant’s vacation of the Subleased Premises. Notwithstanding the foregoing, Sublandlord assigns shall return the Security Deposit to Sublandlord within three business days after Sublandlord’s receipt the last Sublessee in possession of written notice stating the Premises at the last address for which Notice has been given by such Sublessee or set forth in this Sublease, or as otherwise directed by Sublessee in writing, and that Master Landlord will not consent to Sublessor thereafter shall be relieved of any liability therefor, regardless of one or more assignments of this Sublease or any such actual or attempted assignment or encumbrances of the termination of this Sublease pursuant to Section 9.4 hereofSecurity Deposit.