Common use of Drawings under Letter of Credit Clause in Contracts

Drawings under Letter of Credit. Multiple and partial draws of the Letter of Credit shall be permitted. Tenant shall have the right to draw upon the Letter of Credit, in whole or in part, at any time and from time to time if the Letter of Credit held by Tenant expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank) and Subtenant fails to deliver to Tenant, at least 30 days prior to the expiration date of the Letter of Credit then held by Tenant, a renewal or substitute Letter of Credit that is in effect and that complies with the provisions of this Section 17. Except as set forth in the preceding sentence, Tenant shall only draw upon the Letter of Credit if (i) Subtenant fails to pay any monetary obligation of this Sublease within 5 days of its due date or (ii) Subtenant fails to perform any non-monetary obligation of this Sublease within thirty (30) days of written notice from Tenant and then only to the extent required to cure such default, and before drawing on the Letter of Credit Tenant shall give Subtenant five days notice and shall not draw if Subtenant remedies the failure before the expiration of the five day period. No condition or term of this Sublease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Subtenant hereby acknowledges and agrees that Tenant is entering into this Sublease in material reliance upon the ability of Tenant to draw upon the Letter of Credit upon the occurrence of any event described above. The use, application, or retention of the Letter of Credit, or any portion thereof, by Tenant shall not prevent Tenant from exercising any other right or remedy provided by this Sublease or by law, it being intended that Tenant shall not first be required to proceed against the Letter of Credit and shall not operate as a limitation on any recovery to which Tenant may otherwise be entitled, except for any default of Subtenant that is cured by the funds Tenant draws under the Letter of Credit. Except in the event of a draw for failure to deliver a renewal or substitute Letter of Credit, within a reasonable time after making any draw under the Letter of Credit, Tenant shall deliver to Subtenant an itemization of the actual costs and expenses (“Actual Costs”) to which the drawn funds were applied. If the Actual Costs are less than the funds drawn, Tenant shall return to Subtenant any excess amounts at the time Subtenant delivers to Tenant the additional Letter of Credit (to bring the total amount to the Letter of Credit Amount) pursuant to Section 17.4.

Drawings under Letter of Credit. Multiple and partial draws of Landlord, or its then managing agent, without prejudice to any other remedy provided in the Letter of Credit shall be permitted. Tenant Lease or by Law, shall have the right to draw upon the Letter of Creditdown an amount, in whole or in part, at any time and from time to time if the Letter of Credit held by Tenant expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank) and Subtenant fails to deliver to Tenant, at least 30 days prior up to the expiration date of the Letter of Credit then held by Tenant, a renewal or substitute Letter of Credit that is in effect and that complies with the provisions of this Section 17. Except as set forth in the preceding sentence, Tenant shall only draw upon the Letter of Credit if (i) Subtenant fails to pay any monetary obligation of this Sublease within 5 days of its due date or (ii) Subtenant fails to perform any non-monetary obligation of this Sublease within thirty (30) days of written notice from Tenant and then only to the extent required to cure such default, and before drawing on the Letter of Credit Tenant shall give Subtenant five days notice and shall not draw if Subtenant remedies the failure before the expiration of the five day period. No condition or term of this Sublease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Subtenant hereby acknowledges and agrees that Tenant is entering into this Sublease in material reliance upon the ability of Tenant to draw upon the Letter of Credit upon the occurrence of any event described above. The use, application, or retention face amount of the Letter of Credit, if any of the following shall have occurred or be applicable: (i) such amount is due to Landlord under the terms and conditions of the Lease; or (ii) Tenant is in Default, or would be in Default but Landlord is precluded under applicable Law from delivering a notice of default to Tenant, or (iii) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any portion thereofState bankruptcy code (collectively, by “Bankruptcy Code”), or (iv) an involuntary petition has been filed against Tenant shall not prevent under the Bankruptcy Code, or (v) Tenant from exercising any other right executes an assignment for the benefit of creditors, or remedy provided by this Sublease (vi) Tenant is placed into receivership or by conservatorship, or becomes subject to similar proceedings under Federal or State law, it being intended or (vii) the Issuing Bank has notified Landlord that Tenant shall not first be required to proceed against the Letter of Credit and shall will not operate as be renewed or extended through the Final LC Expiration Date or (viii) Tenant fails to timely provide a limitation on any recovery to which Tenant may otherwise be entitled, except for any default of Subtenant that is cured by the funds Tenant draws under the replacement Letter of CreditCredit pursuant to Section 1(a) above (the events described in clauses (iii), (iv), (v) and (vi) above, collectively, being referred to herein as an “Insolvency Event”). Except Upon any such draw, Landlord may use all or any part of the proceeds as set forth in this Section 1. However, in the event case of clauses (i) and (ii) above, Landlord shall only draw down an amount sufficient to cure such Default, and in the case of clause (viii) above, upon Tenant’s delivering a draw for failure to deliver a renewal or substitute replacement Letter of CreditCredit meeting the requirements of this Section 1, within a reasonable time after making any draw under the Letter of Credit, Tenant Landlord shall deliver to Subtenant an itemization of the actual costs and expenses (“Actual Costs”) to which the drawn funds were applied. If the Actual Costs are less than the funds drawn, Tenant shall return to Subtenant any excess amounts at the time Subtenant delivers immediately refund to Tenant the additional Letter amount of Credit (to bring the total amount to the Letter of Credit Amount) pursuant to Section 17.4any such draw.

Drawings under Letter of Credit. Multiple and partial draws of the Letter of Credit shall be permitted. Tenant Landlord shall have the immediate right to draw upon the Letter of Credit, in whole or in part, at any time and from time to time time: (i) In an amount sufficient to compensate Landlord for damages suffered by it, if an event of default occurs and is not cured within the applicable cure period provided for such default in this Lease and/or to compensate Landlord for any and all damages it suffers upon termination of the Lease (provided Landlord may draw upon the entire amount of the Letter of Credit if it elects to terminate this Lease pursuant to the terms of Paragraph 21(b) below); (ii) In whole, if the Letter of Credit held by Tenant Landlord expires (or is set to expire) earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank) ), and Subtenant Tenant fails to deliver to TenantLandlord, at least 30 thirty (30) days prior to the expiration date of the Letter of Credit then held by TenantLandlord, a renewal or substitute Letter of Credit that is in effect and that complies with the provisions of this Section 17. Except as set forth in Paragraph 7; or (iii) In whole, if Tenant either files a voluntary petition, or an involuntary petition is filed against Tenant by an entity other than Landlord or an affiliate thereof, under any chapter of the preceding sentenceFederal Bankruptcy Code, Tenant shall only draw upon executes an assignment for the Letter benefit of Credit if (i) Subtenant fails to pay any monetary obligation of this Sublease within 5 days of its due date creditors or (ii) Subtenant fails to perform any non-monetary obligation of this Sublease within thirty (30) days of written notice from Tenant and then only to the extent required to cure such default, and before drawing on the Letter of Credit Tenant shall give Subtenant five days notice and shall not draw if Subtenant remedies the failure before the expiration of the five day periodis placed in receivership or otherwise becomes insolvent. No condition or term of this Sublease Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Subtenant Tenant hereby acknowledges and agrees that Tenant Landlord is entering into this Sublease Lease in material reliance upon the ability of Tenant Landlord to draw upon the Letter of Credit upon the occurrence of any event described above. The use, application, of default by Tenant under this Lease or retention upon the occurrence of any of the Letter of Credit, or any portion thereof, by Tenant shall not prevent Tenant from exercising any other right or remedy provided by events described above in this Sublease or by law, it being intended that Tenant shall not first be required to proceed against the Letter of Credit and shall not operate as a limitation on any recovery to which Tenant may otherwise be entitled, except for any default of Subtenant that is cured by the funds Tenant draws under the Letter of Credit. Except in the event of a draw for failure to deliver a renewal or substitute Letter of Credit, within a reasonable time after making any draw under the Letter of Credit, Tenant shall deliver to Subtenant an itemization of the actual costs and expenses (“Actual Costs”) to which the drawn funds were applied. If the Actual Costs are less than the funds drawn, Tenant shall return to Subtenant any excess amounts at the time Subtenant delivers to Tenant the additional Letter of Credit (to bring the total amount to the Letter of Credit Amount) pursuant to Section 17.4Paragraph 7(b).

Drawings under Letter of Credit. Multiple and partial draws of the Letter of Credit shall be permitted. Tenant Landlord shall have the immediate right to draw upon the Letter of Credit, in whole or in part, at any time and from time to time if time: (i) If a Default occurs and/or to compensate Landlord for any and all damages it suffers upon termination of this Lease (as determined in accordance with Paragraph 21 below); (ii) If the Letter of Credit held by Tenant Landlord expires (or is set to expire) earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank) ), and Subtenant Xxxxxx fails to deliver to TenantLandlord, at least 30 thirty (30) days prior to the expiration date of the Letter of Credit then held by TenantLandlord, a renewal or substitute Letter of Credit that is in effect and that complies with the provisions of this Section 17. Except as set forth in the preceding sentence, Tenant shall only draw upon the Letter of Credit if (i) Subtenant fails to pay any monetary obligation of this Sublease within 5 days of its due date Paragraph 7; or (iiiii) Subtenant fails Tenant either files a voluntary petition, or an involuntary petition is filed against Tenant by an entity *** Information has been omitted pursuant to perform a request for confidential treatment which has been filed separately with the Securities and Exchange Commission. other than Landlord or an affiliate thereof, under any non-monetary obligation of this Sublease within thirty (30) days of written notice from Tenant and then only to the extent required to cure such default, and before drawing on the Letter of Credit Tenant shall give Subtenant five days notice and shall not draw if Subtenant remedies the failure before the expiration chapter of the five day periodFederal Bankruptcy Code, Xxxxxx executes an assignment for the benefit of creditors or Tenant is placed in receivership or otherwise becomes insolvent. No condition or term of this Sublease Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Subtenant Tenant hereby acknowledges and agrees that Tenant Landlord is entering into this Sublease Lease in material reliance upon the ability of Tenant Landlord to draw upon the Letter of Credit upon the occurrence of any event described above. The use, application, of Default by Tenant under this Lease or retention upon the occurrence of any of the Letter of Credit, or any portion thereof, by Tenant shall not prevent Tenant from exercising any other right or remedy provided by events described above in this Sublease or by law, it being intended that Tenant shall not first be required to proceed against the Letter of Credit and shall not operate as a limitation on any recovery to which Tenant may otherwise be entitled, except for any default of Subtenant that is cured by the funds Tenant draws under the Letter of Credit. Except in the event of a draw for failure to deliver a renewal or substitute Letter of Credit, within a reasonable time after making any draw under the Letter of Credit, Tenant shall deliver to Subtenant an itemization of the actual costs and expenses (“Actual Costs”) to which the drawn funds were applied. If the Actual Costs are less than the funds drawn, Tenant shall return to Subtenant any excess amounts at the time Subtenant delivers to Tenant the additional Letter of Credit (to bring the total amount to the Letter of Credit Amount) pursuant to Section 17.4Subparagraph 7(b).

Drawings under Letter of Credit. Multiple As used in this Lease, the “Letter of Credit” means, individually and partial draws collectively, LC 1, LC 2 (hereafter defined), LC 3 (hereafter defined), LC 4 (hereafter defined) and/or any replacement of any of the foregoing, and the “Letter of Credit shall be permittedAmount” means, individually and collectively, LC 1 Credit Amount, LC 2 Credit Amount (hereafter defined), LC 3 Credit Amount (hereafter defined) and the LC 4 Credit Amount (hereafter defined). Tenant Landlord shall have the immediate right to draw upon up to the then-aggregate face amount of the Letter of Credit, in whole or in part, at any time and from time to time if (each of the following being an “L C Draw Event”): (i) If such amount is due to Landlord under the terms and conditions of this Lease, beyond applicable notice and cure periods, including, without limitation, any amounts due to Landlord for any and all damages incurred or to be incurred by Landlord or in connection with any remedies afforded to Landlord as described in Section 6.3 below; or (ii) If the Letter of Credit held by Tenant Landlord expires (or is set to expire) earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank) ), and Subtenant Tenant fails to deliver to TenantLandlord, at least 30 thirty (30) days prior to the expiration date of the Letter of Credit then held by TenantLandlord, a renewal or substitute Letter of Credit that is in effect and that complies with the provisions of this Section 17. Except as set forth in Lease, including the preceding sentence, Tenant shall only draw upon amount of the Letter of Credit required under this Lease; (iii) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (iv) an involuntary petition has been filed against Tenant under the Bankruptcy Code; (v) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law; (vi) Tenant executes an assignment for the benefit of creditors; and/or (vii) if (i1) Subtenant fails to pay any monetary obligation of this Sublease within 5 days of its due date the issuing bank’s Fitch Ratings (or (ii) Subtenant fails to perform any non-monetary obligation of this Sublease within thirty (30) days of written notice from Tenant and then only other comparable ratings to the extent required to cure such default, and before drawing on the Fitch Ratings are no longer available) have been reduced below the ratings in effect at the time the Letter of Credit Tenant shall give Subtenant five days notice and shall not draw if Subtenant remedies was first issued, or (2) there is otherwise a material adverse change in the failure before the expiration financial condition of the five day periodissuing bank, and Tenant has failed to provide Landlord with a replacement Letter of Credit that complies with the provisions of this Lease, including the amount of the Letter of Credit required under this Lease, within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary). No condition or term of this Sublease Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Subtenant hereby acknowledges and agrees that Tenant In addition, in the event the issuing bank is entering placed into this Sublease in material reliance upon receivership or conservatorship by the ability Federal Deposit Insurance Corporation or any successor or similar entity (as applicable, the “FDIC”), then, effective as of Tenant to draw upon the date such receivership or conservatorship occurs, the Letter of Credit upon shall be deemed to fail to meet the occurrence requirements of any event described above. The usethis Lease, applicationand, within ten (10) days following Landlord’s notice to Tenant of such receivership or retention of conservatorship (the Letter of Credit“L C FDIC Replacement Notice”), or any portion thereof, by Tenant shall not prevent Tenant from exercising any other right or remedy provided by this Sublease or by law, it being intended that Tenant shall not first be required to proceed against replace the Letter of Credit with a substitute letter of credit from a different issuer (which issuer shall be acceptable to Landlord in its sole discretion) and that complies in all respects with the requirements of this Lease. If Tenant fails to replace such Letter of Credit with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 6.2, then, notwithstanding anything in this Lease to the contrary, Landlord shall not operate as a limitation on any recovery have the right to which declare Tenant may otherwise be entitled, except for any in default of Subtenant that is cured by this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the funds Tenant draws under the Letter of Creditaforesaid ten (10) day period). Except in the event of a draw for failure to deliver a renewal or substitute Letter of Credit, within a reasonable time after making any draw under the Letter of Credit, Tenant shall deliver to Subtenant an itemization be responsible for the payment of any and all costs incurred with the actual costs and expenses (“Actual Costs”) to which the drawn funds were applied. If the Actual Costs are less than the funds drawn, Tenant shall return to Subtenant review of any excess amounts at the time Subtenant delivers to Tenant the additional replacement Letter of Credit (to bring the total amount to the Letter of Credit Amount) including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section 17.4or is otherwise requested by Tenant.

Drawings under Letter of Credit. Multiple Subject to the cap imposed by the Maximum Guarantee Test pursuant to Section 40.1, as evidenced by the then-incurred cost reports provided by Landlord and partial draws of the Letter of Credit shall be permitted. Tenant pursuant to Section 40.4 below, Landlord shall have the right to draw upon the Letter of Credit, Credit in whole or in part, at any time part (subject to the Maximum Guarantee Test): (i) if an event of default occurs and from time to time is not cured within the applicable cure period provided for such default in this Lease (in which case Landlord may draw against the Letter of Credit for the costs permitted by Section 4.3 below); or (ii) if the Letter of Credit held by Tenant Landlord expires (or is set to expire) earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank) ), and Subtenant Tenant fails to deliver to TenantLandlord, at least 30 thirty (30) days prior to the expiration date of the Letter of Credit then held by TenantLandlord, a renewal or substitute Letter of Credit that is in effect and that complies with the provisions of this Section 174. Landlord’s draw shall be accompanied by a dated statement signed by Landlord stating that the amount of the draw requested does not violate the provisions of Section 40, including, without limitation, Section 40.1 of this Lease. Except as set forth in the preceding sentenceSection 40.1 below, Tenant shall only draw upon the Letter of Credit if (i) Subtenant fails to pay any monetary obligation of this Sublease within 5 days of its due date or (ii) Subtenant fails to perform any non-monetary obligation of this Sublease within thirty (30) days of written notice from Tenant and then only to the extent required to cure such default, and before drawing on the Letter of Credit Tenant shall give Subtenant five days notice and shall not draw if Subtenant remedies the failure before the expiration of the five day period. No no condition or term of this Sublease Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Subtenant Tenant hereby acknowledges and agrees that Tenant Landlord is entering into this Sublease Lease in material reliance upon the ability of Tenant Landlord to draw upon the Letter of Credit upon the occurrence of any event described above. The use, application, of default by Tenant under this Lease or retention upon the occurrence of any of the Letter of Credit, or any portion thereof, by Tenant shall not prevent Tenant from exercising any other right or remedy provided by events described above in this Sublease or by law, it being intended that Tenant shall not first be required to proceed against the Letter of Credit and shall not operate as a limitation on any recovery to which Tenant may otherwise be entitled, except for any default of Subtenant that is cured by the funds Tenant draws under the Letter of Credit. Except in the event of a draw for failure to deliver a renewal or substitute Letter of Credit, within a reasonable time after making any draw under the Letter of Credit, Tenant shall deliver to Subtenant an itemization of the actual costs and expenses (“Actual Costs”) to which the drawn funds were applied. If the Actual Costs are less than the funds drawn, Tenant shall return to Subtenant any excess amounts at the time Subtenant delivers to Tenant the additional Letter of Credit (to bring the total amount to the Letter of Credit Amount) pursuant to Section 17.44.

Drawings under Letter of Credit. Multiple If (i) a Default of Tenant occurs under this Lease, or (ii) Tenant fails to make any installment of Rent as and partial draws when due and which remains unpaid after delivery of a notice of delinquency, or (iii) Landlord receives a Non-Renewal Notice, or (iv) Tenant files a voluntary petition under any Federal or state bankruptcy or insolvency code, law or proceeding, then Landlord shall have the right by sight draft to draw, at its election, all or a portion of the proceeds of the Letter of Credit shall be permitted. Tenant shall have and thereafter hold, use, apply, or retain the right to draw upon the Letter of Credit, in whole or any part of such proceeds, as the case may be, (x) to the extent required for the payment of any Basic Rent or any other sum as to which Tenant is in part, at default including (1) any time and from time sum which Landlord may expend or may be required to time if the Letter of Credit held by Tenant expires earlier than the Final LC Expiration Date (whether expend by reason of Tenant's default, and/or (2) any damages to which Landlord is entitled pursuant to this Lease, whether such damages accrue before or after summary proceedings or other reentry by Landlord, and/or (y) as a stated expiration date or cash security deposit, unless and until, in the case of clause (iii) above, Tenant delivers to Landlord a notice of termination or non-renewal given by the issuing bank) and Subtenant fails to deliver to Tenant, at least 30 days prior to the expiration date of the Letter of Credit then held by Tenant, a renewal or substitute Letter of Credit that is in effect and that complies with which meets the provisions requirements of this Section 1726(a). Except as set forth in the preceding sentence, Tenant shall only draw upon the Letter of Credit if (i) Subtenant fails to pay If Landlord applies or retains any monetary obligation of this Sublease within 5 days of its due date or (ii) Subtenant fails to perform any non-monetary obligation of this Sublease within thirty (30) days of written notice from Tenant and then only to the extent required to cure such default, and before drawing on the Letter of Credit Tenant shall give Subtenant five days notice and shall not draw if Subtenant remedies the failure before the expiration part of the five day period. No condition or term of this Sublease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Subtenant hereby acknowledges and agrees that Tenant is entering into this Sublease in material reliance upon the ability of Tenant to draw upon the Letter of Credit upon the occurrence of any event described above. The use, application, or retention proceeds of the Letter of Credit, or any portion thereofcash security, by Tenant Tenant, upon demand, shall not prevent Tenant from exercising any other right or remedy provided by this Sublease or by law, it being intended that Tenant shall not first be required to proceed against amend the Letter of Credit and shall not operate as a limitation on any recovery to which Tenant may otherwise be entitled, except for any default of Subtenant that is cured increase the amount thereof by the funds Tenant draws under the Letter of Credit. Except in the event of a draw for failure to deliver a renewal amount so applied or substitute Letter of Credit, within a reasonable time after making any draw under the Letter of Credit, Tenant shall deliver to Subtenant retained or provide Landlord with an itemization of the actual costs and expenses (“Actual Costs”) to which the drawn funds were applied. If the Actual Costs are less than the funds drawn, Tenant shall return to Subtenant any excess amounts at the time Subtenant delivers to Tenant the additional Letter of Credit (to bring in the total amount to so applied or retained so that Landlord shall have the full amount thereof on hand at all times during the Term. If Tenant shall comply with all of the terms, covenants and conditions of this Lease, the Letter of Credit Amountshall be returned to Tenant not more than sixty (60) pursuant days after the expiration date of the Term and after delivery of possession of the Premises to Section 17.4Landlord in the manner required by this Lease and the curing of any outstanding Default of Tenant under this Lease.

Drawings under Letter of Credit. Multiple and partial draws of the Letter of Credit shall be permitted. Tenant Landlord shall have the immediate right to draw upon the Letter of Credit, in whole or in part, at any time and from time to time if time: (i) If an event of default occurs and is not cured within the applicable cure period provided for such default in this Lease; or (ii) If the Letter of Credit held by Tenant Landlord expires (or is set to expire) earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank) ), and Subtenant Tenant fails to deliver to TenantLandlord, at least 30 thirty (30) days prior to the expiration date of the Letter of Credit then held by TenantLandlord, a renewal or substitute Letter of Credit that is in effect and that complies with the provisions of this Section 175. Except as set forth Notwithstanding the foregoing, in the preceding sentenceevent of any Tenant default arising from a voluntary or involuntary petition for bankruptcy by or against Tenant, Landlord agrees that its draws shall be limited to the extent necessary to cover the amounts due to Landlord as such amounts accrue pursuant to this Lease or as a result of any judgment against Tenant shall only draw upon obtained by or for the benefit of Sublandlord. If Landlord applies any part of the Letter of Credit if proceeds against rent or any other sum as to which Landlord is entitled under the Lease, then Tenant shall, within ten (i10) Subtenant fails EXHIBIT E business days after receipt of demand, provide Landlord with a new or reinstated Letter of Credit in the full Letter of Credit Amount, and in the event such default is cured as a result of Landlord’s draw against the Letter of Credit, Landlord shall return to pay Tenant any monetary obligation cash proceeds received by Landlord in excess of the amount Landlord is permitted to receive under this Sublease within 5 days of its due date or (ii) Subtenant fails to perform any non-monetary obligation of this Sublease within thirty (30) days of written notice from Tenant and then only to the extent required Lease in order to cure such default, and before drawing on the default or failure to deliver a renewal or substitute Letter of Credit Tenant shall give Subtenant five days notice and shall not draw if Subtenant remedies the failure before the expiration of the five day periodCredit. No condition or term of this Sublease Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Subtenant Tenant hereby acknowledges and agrees that Tenant Landlord is entering into this Sublease Lease in material reliance upon the ability of Tenant Landlord to draw upon the Letter of Credit upon the occurrence of any event described above. The use, application, of default by Tenant under this Lease or retention upon the occurrence of any of the Letter of Credit, or any portion thereof, by Tenant shall not prevent Tenant from exercising any other right or remedy provided by events described above in this Sublease or by law, it being intended that Tenant shall not first be required to proceed against the Letter of Credit and shall not operate as a limitation on any recovery to which Tenant may otherwise be entitled, except for any default of Subtenant that is cured by the funds Tenant draws under the Letter of Credit. Except in the event of a draw for failure to deliver a renewal or substitute Letter of Credit, within a reasonable time after making any draw under the Letter of Credit, Tenant shall deliver to Subtenant an itemization of the actual costs and expenses (“Actual Costs”) to which the drawn funds were applied. If the Actual Costs are less than the funds drawn, Tenant shall return to Subtenant any excess amounts at the time Subtenant delivers to Tenant the additional Letter of Credit (to bring the total amount to the Letter of Credit Amount) pursuant to Section 17.45(b).

Drawings under Letter of Credit. Multiple and partial draws of the Letter of Credit shall be permitted. Tenant Landlord shall have the right to draw upon the Letter of Credit, in whole or in part, at any time and from time to time if a Tenant Default has occurred or if the Letter of Credit held by Tenant Landlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank) ), and Subtenant Tenant fails to deliver to TenantLandlord, at least 30 days prior to the expiration date of the Letter of Credit then held by TenantLandlord, a renewal or substitute Letter of Credit that is in effect and that complies with the provisions of this Section 17. Except as set forth in the preceding sentence, Tenant shall only draw upon the Letter of Credit if (i) Subtenant fails to pay any monetary obligation of this Sublease within 5 days of its due date or (ii) Subtenant fails to perform any non-monetary obligation of this Sublease within thirty (30) days of written notice from Tenant and then only to the extent required to cure such default, and before drawing on the Letter of Credit Tenant shall give Subtenant five days notice and shall not draw if Subtenant remedies the failure before the expiration of the five day period17.7. No condition or term of this Sublease Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Subtenant Tenant agrees and acknowledges that Tenant has no property interest whatsoever in the Letter of Credit or the proceeds thereof and that, in the event Tenant becomes a debtor under any chapter of the Federal 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 Letter of Credit and/or the proceeds thereof by application of the Federal Bankruptcy Code, including Section 502(b)(6) of the Federal Bankruptcy Code. Tenant hereby acknowledges and agrees that Tenant Landlord is entering into this Sublease Lease in material reliance upon the ability of Tenant Landlord to draw upon the Letter of Credit upon the occurrence of any event described above. The use, application, Event of Default by Tenant under this Lease or retention upon the occurrence of any of the Letter of Credit, or any portion thereof, by Tenant shall not prevent Tenant from exercising any other right or remedy provided by events described above in this Sublease or by law, it being intended that Tenant shall not first be required to proceed against the Letter of Credit and shall not operate as a limitation on any recovery to which Tenant may otherwise be entitled, except for any default of Subtenant that is cured by the funds Tenant draws under the Letter of Credit. Except in the event of a draw for failure to deliver a renewal or substitute Letter of Credit, within a reasonable time after making any draw under the Letter of Credit, Tenant shall deliver to Subtenant an itemization of the actual costs and expenses (“Actual Costs”) to which the drawn funds were applied. If the Actual Costs are less than the funds drawn, Tenant shall return to Subtenant any excess amounts at the time Subtenant delivers to Tenant the additional Letter of Credit (to bring the total amount to the Letter of Credit Amount) pursuant to Section 17.417.7.

Drawings under Letter of Credit. Multiple and partial draws of the Letter of Credit shall be permitted. Tenant Landlord shall have the immediate right to draw upon the Letter of Credit, in whole or in part, at any time and from time to time if time: (i) In the event of a Default as defined in Section 22.1 of the Lease; or (ii) If the Letter of Credit held by Tenant Landlord expires (or is set to expire) earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank) ), and Subtenant Tenant fails to deliver to TenantLandlord, at least 30 thirty (30) days prior to the expiration date of the Letter of Credit then held by TenantLandlord, a renewal or substitute Letter of Credit that is in effect and that complies with the provisions of this Section 17. Except as set forth in the preceding sentence, Tenant shall only draw upon the Letter of Credit if (i) Subtenant fails to pay any monetary obligation of this Sublease within 5 days of its due date or (ii) Subtenant fails to perform any non-monetary obligation of this Sublease within thirty (30) days of written notice from Tenant and then only to the extent required to cure such default, and before drawing on the Letter of Credit Tenant shall give Subtenant five days notice and shall not draw if Subtenant remedies the failure before the expiration of the five day period6.2. No condition or term of this Sublease Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Subtenant Tenant hereby acknowledges and agrees that Tenant Landlord is entering into this Sublease Lease in material reliance upon the ability of Tenant Landlord to draw upon the Letter of Credit upon the occurrence of any Default by Tenant under this Lease or upon the occurrence of any of the other events described above in this Section 6.2. In the event described above. The useof a wrongful draw, applicationthe parties shall cooperate to allow Tenant to post a replacement Letter of Credit simultaneously with the return to Tenant of the wrongfully drawn sums, or retention and Landlord shall upon request confirm in writing to the issuer of the Letter of Credit, or any portion thereof, by Tenant shall not prevent Tenant from exercising any other right or remedy provided by this Sublease or by law, it being intended Credit that Tenant shall not first be required to proceed against the Letter of Credit and shall not operate as a limitation on any recovery to which Tenant may otherwise be entitled, except for any default of Subtenant that is cured by the funds Tenant draws under the Letter of Credit. Except in the event of a Landlord’s draw for failure to deliver a renewal or substitute Letter of Credit, within a reasonable time after making any draw under the Letter of Credit, Tenant shall deliver to Subtenant an itemization of the actual costs and expenses (“Actual Costs”) to which the drawn funds were applied. If the Actual Costs are less than the funds drawn, Tenant shall return to Subtenant any excess amounts at the time Subtenant delivers to Tenant the additional Letter of Credit (to bring the total amount to the Letter of Credit Amount) pursuant to Section 17.4was erroneous.

Drawings under Letter of Credit. Multiple In addition to the requirements for the Letter of Credit set forth in Section II.A above, the form and partial draws terms of the Letter of Credit shall be permitted. Tenant provide, among other things, in effect that Landlord, or its assignee or mortgagee, shall have the right to draw down an amount up to the face amount of the Letter of Credit upon the presentation to the Bank of Landlord’s or its assignee’s or mortgagee’s written certification signed by an authorized officer or representative of Landlord, its assignee or mortgagee (followed by his/her name and designated title) stating that (1) such amount is due to Landlord, or its assignee, under the terms and conditions of the Lease, (2) the Bank has notified Landlord that the Letter of Credit will not be extended beyond the current expiration date of the Letter of Credit; (3) Tenant has filed a voluntary petition under the Federal Bankruptcy Code, (4) an involuntary petition has been filed against Tenant under the Federal Bankruptcy Code, or (5) Tenant executes an assignment for the benefit of creditors or other similar liquidation proceeding or windup proceeding. Upon Tenant’s Default under this Lease (beyond any applicable notice and cure period set forth in whole the Lease, Landlord may, without prejudice to any other remedy provided in this Lease or in partby Law, at any time and from time to time if draw on the Letter of Credit and use all or part of the proceeds to (i) satisfy any amounts due to Landlord from Tenant, and (ii) satisfy any other damage, injury, expense or liability caused by Tenant’s Default under the Lease (beyond any applicable notice and cure period set forth in the Lease). In addition, if Tenant fails to furnish a new Letter of Credit, or certificate of renewal or extension, or an amendment of the Letter of Credit then held by Tenant expires earlier than Landlord extending the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank) and Subtenant fails to deliver to Tenant, same at least 30 thirty (30) days prior to the stated expiration date of the Letter of Credit then held by TenantLandlord, a renewal or substitute Letter of Credit that is in effect and that complies with the provisions of this Section 17. Except as set forth in the preceding sentence, Tenant shall only Landlord may draw upon the Letter of Credit if (i) Subtenant fails to pay any monetary obligation of this Sublease within 5 days of its due date or (ii) Subtenant fails to perform any non-monetary obligation of this Sublease within thirty (30) days of written notice from Tenant and then only to the extent required to cure such default, and before drawing on the Letter of Credit Tenant shall give Subtenant five days notice and shall not draw if Subtenant remedies the failure before the expiration of the five day period. No condition or term of this Sublease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit and hold the proceeds thereof (and such proceeds need not be segregated) in a timely manner. Subtenant hereby acknowledges and agrees that Tenant is entering into accordance with the terms of this Sublease in material reliance upon Section II (the ability of Tenant to draw upon the Letter of Credit upon the occurrence of any event described above. The use, application, or retention of the Letter of Credit, or any portion thereof, by Tenant shall not prevent Tenant from exercising any other right or remedy provided by this Sublease or by law, it being intended that Tenant shall not first be required to proceed against the Letter of Credit and shall not operate as a limitation on any recovery to which Tenant may otherwise be entitled, except for any default of Subtenant that is cured by the funds Tenant draws under the Letter of Credit. Except in the event of a draw for failure to deliver a renewal or substitute Letter of Credit, within a reasonable time after making any draw under the Letter of Credit, Tenant shall deliver to Subtenant an itemization of the actual costs and expenses (“Actual CostsLC Proceeds Account”) to which the drawn funds were applied. If the Actual Costs are less than the funds drawn, Tenant shall return to Subtenant any excess amounts at the time Subtenant delivers to Tenant the additional Letter of Credit (to bring the total amount to the Letter of Credit Amount) pursuant to Section 17.4).