Draws. Tenant acknowledges and agrees that Landlord is entering into this Lease in material reliance on the ability of Landlord to draw on the Letter of Credit on the occurrence of any breach, default or failure to perform on the part of Tenant under this Lease. If Tenant shall breach or fail to perform any provision of this Lease or otherwise be in default under this Lease, Landlord may, but without obligation to do so, and without notice to Tenant, draw on the Letter of Credit, in part or in whole, to cure any breach or default of Tenant and 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 and to which Landlord is entitled under this Lease, including any damages that accrue upon termination of the Lease under the Lease and/or Section 1951.2 of the California Civil Code or any similar provision. The use, application, or retention of any proceeds of the Letter of Credit, or any portion of it, 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 Letter of Credit, 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 Letter of Credit, following a draw properly made by Landlord of any portion of the Letter of Credit. No condition or term of this 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 on such Letter of Credit in a timely manner. Tenant agrees and acknowledges that (1) the Letter of Credit constitutes a separate and independent contract between Landlord and the Bank; (2) Tenant is not a third party beneficiary of such contract; (3) Tenant has no property interest whatsoever in the Letter of Credit; and (4) if 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 or rights to the Letter of Credit by application of Section 502(b)(6) of the U.S. Bankruptcy Code or otherwise. In addition, Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of ...
Draws. Draw requests shall be made by Borrower to Lender as provided in this subsection. Lender, at its option, may elect to inspect the Property before allowing a Draw. Prior to receiving any Draw, Borrower shall deliver to Lender (or Lender’s designated agent) (i) a properly completed “Request for Advance,” in the form set forth in Exhibit B, attached hereto, signed by Borrower (and Contractor, to the extent applicable); (ii) invoices for the activities covered by the Use of Proceeds (as defined below) outlined in the Budget (the “Budgeted Activities”) that is the subject of the Request for Advance; (iii) construction lien waivers from Contractor and from the suppliers (if any) for all Budgeted Activities covered by the Request for Advance if and as requested by Lender; and (iv) any and all other required information described in the Request for Advance. The items detailed in Subsections (i) through (iv) of this Section III(B) are collectively referred to herein as the “Request for Advance Packet.” In order to obtain a Draw, Borrower shall first submit a Request for Advance Packet to Lender. Lender may rely on Borrower’s statements (and Contractor’s statements, if any) in the Request for Advance Packet (including the invoices and the lien waivers submitted by Contractor and suppliers (if any)). Lender shall not be required to verify any of the information submitted in connection with the Request for Advance. The Draw funds delivered in connection with the Request for Advance shall be used to pay for the Budgeted Activities described in the Request for Advance Packet only and as provided in the Budget (as defined below). In Lender’s sole discretion, Draws may be (v) electronically transferred from Lender’s account to Borrower’s account via electronic funds transfer; (w) electronically transferred from Lender’s account to Contractor’s account via electronic funds transfer; (x) delivered via check from Lender payable to Borrower or payable jointly to Borrower and Contractor, or (y) via some other mutually agreed upon mechanism.
Draws. (a) Whenever any amount is payable for the purchase of 2020A-1 Bonds as provided in this Series Indenture, the Paying Agent shall draw on the applicable Liquidity Facility in accordance with its terms, if one is in effect, to the extent necessary (taking into account any remarketing proceeds received on the Purchase Date or Mandatory Purchase Date) to make such full and timely payment in accordance with this Series Indenture and the applicable Liquidity Facility, except that the Trustee may not draw on a Liquidity Facility to pay the Purchase Price of Bank Bonds or 2020A-1 Bonds known by the Trustee to be owned by or registered in the name of the Authority or held for the account or for the benefit of the Authority. In drawing on a Liquidity Facility, the Trustee will be acting on behalf of the owners of the applicable 2020A-1 Bonds by facilitating payment of the Purchase Price of their 2020A-1 Bonds and not on behalf of the Authority and will not be subject to the control of the Authority.
(b) On each Purchase Date or Mandatory Purchase Date on which 2020A-1 Bonds are to be purchased pursuant to a tender, the Paying Agent shall draw upon the Liquidity Facility by 10:30 a.m., New York City time (12:00 noon, New York City time with respect to 2020A-1 Bonds in the Daily Mode) in an amount sufficient, together with any remarketing proceeds that the Paying Agent has on hand at the time of such draw, to enable the Paying Agent to pay the Purchase Price of 2020A-1 Bonds to be purchased on such Purchase Date or Mandatory Purchase Date. Except to the extent of remarketing proceeds on hand with the Paying Agent, the Paying Agent shall draw upon the Liquidity Facility in an amount sufficient to enable the Paying Agent to pay such Purchase Price entirely from the proceeds of such drawing. The Paying Agent shall make any drawing required under this subsection (b) in accordance with the terms of such Liquidity Facility and deposit such moneys to the Standby Purchase Account so that immediately available funds will be available to the Paying Agent to pay the Purchase Price due on a Purchase Date or Mandatory Purchase Date by 3:00 p.m., New York City time, on the Purchase Date or Mandatory Purchase Date.
(c) If, following any draw on a Liquidity Facility in accordance with its terms, the Trustee does not receive from the applicable Liquidity Facility Provider when due the full amount stated in such draw, the Paying Agent shall promptly submit another draw in the amount o...
Draws. Landlord may draw under the Letter of Credit upon the occurrence of an Event of Default hereunder after expiration of applicable notice and cure provisions as herein provided. Any such draw shall not cure an Event of Default. The proceeds from the Letter of Credit ("LC Proceeds") shall be the sole property of Landlord and may be used, retained and invested by Landlord without restriction or limitation. Landlord shall have no obligation to account for its use of the LC Proceeds and Tenant shall have no interest in or claim against the LC Proceeds. Landlord shall have the right and option, but not the obligation, to apply all or any portion of the LC Proceeds to pay all or any portion of [i] all Rent and other charges and expenses payable by Tenant under this Lease; plus [ii] all reasonable expenses and costs incurred by Landlord in enforcing or preserving Landlord's rights under this Lease or any security for the Lease, including, without limitation, [a] the fees, expenses, and costs of any litigation, appellate, receivership, administrative, bankruptcy, insolvency, or other similar proceeding; [b] attorney, paralegal, consulting and witness fees and disbursements; and [c] the expenses, including, without limitation, lodging, meals and transportation of Landlord and its employees, agents, attorneys, and witnesses in preparing for litigation, administrative, bankruptcy, insolvency, or similar proceedings and attendance at hearings, depositions, and trials in connection therewith.
Draws. Monthly draws are available only to currently enrolled participants.
Draws. (a) Each Draw shall be funded by the Holders ratably in accordance with their respective Pro Rata Shares. The failure of any Holder to fund any Draw required to be made by it shall not relieve any other Holder of its obligations hereunder; provided, that the Commitments constitute several and separate, not joint, obligations and no Holder shall be responsible for any other Holder’s failure to fund Draws as so required. There shall be no notice or request requirement for the Draws.
(b) Each Holder at its option may fund any Draw by causing any domestic or foreign branch or Affiliate of such Holder to fund such Draw; provided, that any exercise of such option shall not affect the obligation of such Holder to fund such Draw or the obligation of the Issuer to repay such Draw in accordance with the terms of this Agreement; and provided, further, that if such option is exercised, the branch or Affiliate that funds such Draw shall not obligate the Issuer to pay or withhold any amounts in respect of taxes in any jurisdiction.
(c) Each Draw shall be funded by the Holders (or, if applicable, funded for such Holder’s relevant Holder Subaccount) on the applicable Draw Date, unless otherwise agreed to by the Issuer and all of the Holders of the Class A-2A Notes.
(d) There shall be three Draws, the Draw Dates for which will be the Closing Date, December 15, 2005 and January 17, 2006. The Class A-2A Notes sold to the Initial Holder on the Closing Date will be funded in the aggregate in installments of $10,278,478 on the first Draw Date, $28,000,000 on the second Draw Date and $31,721,522 on the third Draw Date. The following conditions must be met prior to any Draw:
(i) at the time of and immediately after giving effect to such Draw, no Event of Default or Servicer Default or event the occurrence of which with notice or the lapse of time or both would become an Event of Default or a Servicer Default has occurred and is continuing or would result from such Draw; and
(ii) at the time of and immediately after giving effect to such Draw, the aggregate Outstanding Principal Balance of the Class A-2A Notes will not exceed the Maximum Class A-2A Commitment.
(e) All Draws funded by a Holder shall be evidenced by the Class A-2A Note(s) and shall be governed by and subject to the Indenture. Draws may not be repaid except in connection with the repayment of principal on the Class A-2A Note(s) pursuant to the Indenture and the Transfer and Servicing Agreement and subject to the Prio...
Draws. Landlord (“Beneficiary”) shall have the right to draw down an amount up to the then current face amount of the Letter of Credit after an Event of Default by Tenant under the Lease and expiration of the applicable notice and cure period on presentation to the issuing bank of Landlord’s own declaration signed or purportedly signed by or on its behalf reading as follows: (a) that the declarant is an officer (or general partner or sole proprietor in the case of a general partnership or sole proprietorship, respectively, or member in the case of a limited liability company) of the Beneficiary on behalf of the Beneficiary; (b) that the declarant has authority to make the declaration on behalf of the Beneficiary; (c) that the declaration is made pursuant to the terms of the Letter of Credit and declarant shall provide the specific Letter of Credit reference number; (d) that an Event of Default has occurred under the terms of a lease made between Beneficiary and Tenant; and (e) that the amount of the Event of Default is [Landlord to provide at time of demand]. Partial draws and multiple draws are expressly permitted, and shall be contained in the Letter of Credit.
Draws. Effective July 1, 2009 monthly draws are available only to currently enrolled participants.
Draws. Developer shall deliver to Owner copies of all draw requests and related materials required by any lender for the disbursement of any portion of any financing (including the Construction Loan). Such draw requests shall be delivered to the Owner for execution and subsequent delivery of such draw request to the relevant lender.
Draws. Landlord shall have the right to draw down an amount up to the then current face amount of the New Letter of Credit after a default by Tenant under the Lease or the Surreal Lease and expiration of the applicable notice and cure period on presentation to the issuing bank of Landlord’s own declaration signed or purportedly signed by or on its behalf reading as follows: (i) that the declarant is an officer (or general partner or sole proprietor in the case of a general partnership or sole proprietorship, respectively, or member in the case of a limited liability company) of the Landlord on behalf of the Landlord; (ii) that the declarant has authority to make the declaration on behalf of the Landlord; (iii) that the declaration is made pursuant to the terms of the letter of credit number ; (iv) that an event of default has occurred under the terms of a lease made between Landlord and Tenant; and (v) that the amount of the event of default is $ . In lieu of the declarations required in clauses (iv) and (v) above, such declaration may state that Tenant under the terms of a lease made between Landlord and Tenant have failed to provide a substitute letter of credit.
