Common use of Draws on the Letter of Credit Clause in Contracts

Draws on the Letter of Credit. Sub-Sublandlord shall be entitled to draw upon a portion or the entire amount of the Letter of Credit from time to time, with notice to Sub-Subtenant and without prejudice to any other remedy Sub-Sublandlord may have, for any of the following reasons: (x) upon or following the occurrence of a Sublease Event of Default, (A) to pay any amounts payable by Sub-Subtenant to Sub-Sublandlord hereunder, and (B) to compensate Sub-Sublandlord for any expense, loss or damage actually incurred or suffered by Sub-Sublandlord in connection with the default; or (y) if Sub-Subtenant fails to give Sub-Sublandlord evidence of renewal of the Letter of Credit or issuance of a new Letter of Credit at least thirty (30) days prior to the expiration of the Letter of Credit then in effect as provided above; or (z) upon the expiration or earlier termination of this Sub-Sublease, to pay any amount then due and payable by Sub-Subtenant to Sub-Sublandlord. Sub-Subtenant waives the provisions of California Civil Code Paragraph 1950.7, and all other provisions of law now in force or that become in force as of the date of execution of this Sub-Sublease, that provide that Sub-Sublandlord may claim from a Security Deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Sub-Subtenant or to clean the Sub-Sublease Premises. If the entire Draw Proceeds are not used or applied by Sub-Sublandlord, the balance of the Draw Proceeds, although not a cash security deposit, shall be held and maintained by Sub-Sublandlord and may be applied in the manner set forth in Section 4.6.5 below with respect to a Security Deposit. In the event that Sub-Sublandlord improperly draws upon the Letter of Credit or misapplies the Draw Proceeds, Sub-Subtenant’s sole remedy shall be the right to obtain from Sub-Sublandlord a refund of the amount of any sight draft(s) that were improperly presented or the proceeds of which were misapplied, together with interest at the Default Rate set forth in the Master Lease and reasonable actual out-of-pocket attorneys’ fees, provided that at the time of such refund, Sub-Subtenant increases the amount of such Letter of Credit to the amount (if any) then required under the applicable provisions of this Sub-Sublease. Sub-Subtenant acknowledges that recovery of money damages would be an adequate remedy therefor.

Draws on the Letter of Credit. Sub-Sublandlord Immediately upon, and at any time or from time to time after, the occurrence of any one or more Draw Events (as defined below), Landlord will have the unconditional right to draw on the Letter of Credit in accordance with this Article 57. Upon the payment to Landlord of the Draw Proceeds, Landlord will hold the Draw Proceeds in its own name and for its own account, without liability for interest, to use and apply any and all of the Draw Proceeds only (a) to cure any Event of Default by Tenant; (b) to pay any other sum to which Landlord becomes obligated by reason of Tenant’s failure to carry out its obligations under this Lease; or (c) to compensate Landlord for any monetary loss or damage which Landlord suffers thereby arising from Tenant’s failure to carry out its obligations under this Lease. In addition, if the Draw Event is the failure of Tenant to renew the Letter of Credit as required hereunder, then Landlord shall be entitled to draw upon a portion or the entire amount of the Letter of Credit as a cash security deposit, held as a pledge under the California Uniform Commercial Code to secure Tenant’s obligations under this Lease. Among other things, it is expressly understood that the Draw Proceeds will not be considered an advance payment of Base Rent or Additional Rent or a measure of Landlord’s damages resulting from any Event of Default hereunder (past, present or future). Further, immediately upon the occurrence and during the continuance of any one or more Draw Events, Landlord may, from time to time, with notice to Sub-Subtenant time and without prejudice to any other remedy Sub-Sublandlord may haveremedy, for any use the Draw Proceeds (whether from a contemporaneous or prior draw on the Letter of the following reasons: (x) upon or following the occurrence of a Sublease Event of Default, (ACredit) to the extent necessary to make good any arrearages of Base Rent or Additional Rent, to pay to Landlord any and all amounts payable by Sub-Subtenant to Sub-Sublandlord hereunder, and (B) to compensate Sub-Sublandlord for any expense, loss or damage actually incurred or suffered by Sub-Sublandlord which Landlord is entitled in connection with the default; pursuit of any one or (y) if Sub-Subtenant fails more of its remedies hereunder, and to give Sub-Sublandlord evidence compensate Landlord for any and all other damage, injury, expense or liability caused to Landlord by any and all such Events of renewal of Default. Any delays in Landlord’s draw on the Letter of Credit or issuance in Landlord’s use of the Draw Proceeds as provided in this Article 57 will not constitute a new Letter waiver by Landlord of Credit at least thirty (30) days prior any of its rights hereunder with respect to the expiration of the Letter of Credit then or the Draw Proceeds. Following any such application of the Draw Proceeds, Tenant will either pay to Landlord on demand the cash amount so applied in effect order to restore the Draw Proceeds to the full amount thereof immediately prior to such application or cause the Letter of Credit to be replenished to its full amount thereunder. Failure to either pay that cash amount or cause the Letter of Credit to be replenished to its full amount thereunder within three (3) days after that application of the Draw Proceeds shall constitute an Event of Default without the right to any notice or cure period. Landlord will not be liable for any indirect, consequential, special or punitive damages incurred by Tenant arising from a claim that Landlord violated the bankruptcy code’s automatic stay in connection with any draw by Landlord of any Draw Proceeds, Landlord’s liability (if any) under such circumstances being limited to the reimbursement of direct costs as and to the extent expressly provided abovein this Section 57.3. Nothing in this Lease or in the Letter of Credit will confer upon Tenant any property rights or interests in any Draw Proceeds; or (z) provided, however, that upon the expiration or earlier termination of this Sub-Sublease, to pay any amount then due and payable by Sub-Subtenant to Sub-Sublandlord. Sub-Subtenant waives the provisions of California Civil Code Paragraph 1950.7Lease, and all other provisions so long as there then exist no Draw Events or Events of law now in force or that become in force as Default hereunder, Landlord agrees to return of the date of execution of this Sub-Sublease, that provide that Sub-Sublandlord may claim from a Security Deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Sub-Subtenant or to clean the Sub-Sublease Premises. If the entire Draw Proceeds are not used or applied by Sub-Sublandlord, the any remaining unapplied balance of the Draw ProceedsProceeds then held by Landlord to Tenant, although not a cash security deposit, shall be held and maintained by Sub-Sublandlord and may be applied in the manner set forth in Section 4.6.5 below with respect to a Security Deposit. In the event that Sub-Sublandlord improperly draws upon the Letter of Credit or misapplies itself (if and to the Draw Proceeds, Sub-Subtenant’s sole remedy shall be extent not previously drawn in full) to the right to obtain from Sub-Sublandlord a refund of L/C Bank. Landlord may draw on the amount of any sight draft(s) that were improperly presented or the proceeds of which were misapplied, together with interest at the Default Rate set forth in the Master Lease and reasonable actual out-of-pocket attorneys’ fees, provided that at the time of such refund, Sub-Subtenant increases the amount of such Letter of Credit to the amount (if any) then required under the applicable provisions of this Sub-Sublease. Sub-Subtenant acknowledges that recovery of money damages would be an adequate remedy thereforand/or apply any Security Deposit in any order.

Draws on the Letter of Credit. Sub-Sublandlord Immediately upon, and at any time or from time to time after, the occurrence of any one or more Draw Events (as defined below), Landlord will have the unconditional right to draw on the Letter of Credit in accordance with this Article 55. Upon the payment to Landlord of the Draw Proceeds, Landlord will hold the Draw Proceeds in its own name and for its own account, without liability for interest, to use and apply any and all of the Draw Proceeds only (a) to cure any Event of Default by Tenant; (b) to pay any other sum to which Landlord becomes obligated by reason of Tenant’s failure to carry out its obligations under this Lease; or (c) to compensate Landlord for any monetary loss or damage which Landlord suffers thereby arising from Tenant’s failure to carry out its obligations under this Lease. In addition, if the Draw Event is the failure of Tenant to renew the Letter of Credit as required hereunder, then Landlord shall be entitled to draw upon a portion or the entire amount of the Letter of Credit as a cash security deposit, held as a pledge under the California Uniform Commercial Code to secure Tenant’s obligations under this Lease. Among other things, it is expressly understood that the Draw Proceeds will not be considered an advance payment of Base Rent or Additional Rent or a measure of Landlord’s damages resulting from any Event of Default hereunder (past, present or future). Further, immediately upon the occurrence and during the continuance of any one or more Draw Events, Landlord may, from time to time, with notice to Sub-Subtenant time and without prejudice to any other remedy Sub-Sublandlord may haveremedy, for any use the Draw Proceeds (whether from a contemporaneous or prior draw on the Letter of the following reasons: (x) upon or following the occurrence of a Sublease Event of Default, (ACredit) to the extent necessary to make good any arrearages of Base Rent or Additional Rent, to pay to Landlord any and all amounts payable by Sub-Subtenant to Sub-Sublandlord hereunder, and (B) to compensate Sub-Sublandlord for any expense, loss or damage actually incurred or suffered by Sub-Sublandlord which Landlord is entitled in connection with the default; pursuit of any one or (y) if Sub-Subtenant fails more of its remedies hereunder, and to give Sub-Sublandlord evidence compensate Landlord for any and all other damage, injury, expense or liability caused to Landlord by any and all such Events of renewal of Default. Any delays in Landlord’s draw on the Letter of Credit or issuance in Landlord’s use of the Draw Proceeds as provided in this Article 55 will not constitute a new Letter waiver by Landlord of Credit at least thirty (30) days prior any of its rights hereunder with respect to the expiration of the Letter of Credit then or the Draw Proceeds. Following any such application of the Draw Proceeds, Tenant will either pay to Landlord on demand the cash amount so applied in effect order to restore the Draw Proceeds to the full amount thereof immediately prior to such application or cause the Letter of Credit to be replenished to its full amount thereunder. Failure to either pay that cash amount or cause the Letter of Credit to be replenished to its full amount thereunder within three (3) days after that application of the Draw Proceeds shall constitute an Event of Default without the right to any notice or cure period. Landlord will not be liable for any indirect, consequential, special or punitive damages incurred by Tenant arising from a claim that Landlord violated the bankruptcy code’s automatic stay in connection with any draw by Landlord of any Draw Proceeds, Landlord’s liability (if any) under such circumstances being limited to the reimbursement of direct costs as and to the extent expressly provided abovein this Section 55.3. Nothing in this Lease or in the Letter of Credit will confer upon Tenant any property rights or interests in any Draw Proceeds; or (z) provided, however, that upon the expiration or earlier termination of this Sub-Sublease, to pay any amount then due and payable by Sub-Subtenant to Sub-Sublandlord. Sub-Subtenant waives the provisions of California Civil Code Paragraph 1950.7Lease, and all other provisions so long as there then exist no Draw Events or Events of law now in force or that become in force as Default hereunder, Landlord agrees to return of the date of execution of this Sub-Sublease, that provide that Sub-Sublandlord may claim from a Security Deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Sub-Subtenant or to clean the Sub-Sublease Premises. If the entire Draw Proceeds are not used or applied by Sub-Sublandlord, the any remaining unapplied balance of the Draw ProceedsProceeds then held by Landlord to Tenant, although not a cash security deposit, shall be held and maintained by Sub-Sublandlord and may be applied in the manner set forth in Section 4.6.5 below with respect to a Security Deposit. In the event that Sub-Sublandlord improperly draws upon the Letter of Credit or misapplies itself (if and to the Draw Proceeds, Sub-Subtenant’s sole remedy shall be extent not previously drawn in full) to the right to obtain from Sub-Sublandlord a refund of L/C Bank. Landlord may draw on the amount of any sight draft(s) that were improperly presented or the proceeds of which were misapplied, together with interest at the Default Rate set forth in the Master Lease and reasonable actual out-of-pocket attorneys’ fees, provided that at the time of such refund, Sub-Subtenant increases the amount of such Letter of Credit to the amount (if any) then required under the applicable provisions of this Sub-Sublease. Sub-Subtenant acknowledges that recovery of money damages would be an adequate remedy thereforand/or apply any Security Deposit in any order.

Draws on the Letter of Credit. Sub-Sublandlord Immediately upon, and at any time or from time to time after, the occurrence of any one or more Draw Events (as defined below), Landlord will have the unconditional right to draw on the Letter of Credit in accordance with this Article 57. Upon the payment to Landlord of the Draw Proceeds, Landlord will hold the Draw Proceeds in its own name and for its own account, without liability for interest, to use and apply any and all of the Draw Proceeds only (a) to cure any Event of Default by Tenant; (b) to pay any other sum to which Landlord becomes obligated by reason of Tenant’s failure to carry out its obligations under this Lease; or (c) to compensate Landlord for any monetary loss or damage which Landlord suffers thereby arising from Tenant’s failure to carry out its obligations under this Lease. In addition, if the Draw Event is the failure of Tenant to renew the Letter of Credit as required hereunder, then Landlord shall be entitled to draw upon the entire Letter of Credit as a portion or cash security deposit, held as a pledge under the California Uniform Commercial Code to secure Tenant’s obligations under this Lease. Following any such draw, however, Tenant shall have the right to deliver to Landlord a substitute Letter of Credit, whereupon Landlord shall refund to Tenant the entire amount of such cash security deposit. Among other things, it is expressly understood that the Letter Draw Proceeds will not be considered an advance payment of Credit Base Rent or Additional Rent or a measure of Landlord’s damages resulting from any Event of Default hereunder (past, present or future). Further, immediately upon the occurrence and during the continuance of any one or more Draw Events, Landlord may, from time to time, with notice to Sub-Subtenant time and without prejudice to any other remedy Sub-Sublandlord may haveremedy, for any use the Draw Proceeds (whether from a contemporaneous or prior draw on the Letter of the following reasons: (x) upon or following the occurrence of a Sublease Event of Default, (ACredit) to the extent necessary to make good any arrearages of Base Rent or Additional Rent, to pay to Landlord any and all amounts payable by Sub-Subtenant to Sub-Sublandlord hereunder, and (B) to compensate Sub-Sublandlord for any expense, loss or damage actually incurred or suffered by Sub-Sublandlord which Landlord is entitled in connection with the default; pursuit of any one or (y) if Sub-Subtenant fails more of its remedies hereunder, and to give Sub-Sublandlord evidence compensate Landlord for any and all other damage, injury, expense or liability caused to Landlord by any and all such Events of renewal of Default. Any delays in Landlord’s draw on the Letter of Credit or issuance in Landlord’s use of the Draw Proceeds as provided in this Article 57 will not constitute a new Letter waiver by Landlord of Credit at least thirty (30) days prior any of its rights hereunder with respect to the expiration of the Letter of Credit then or the Draw Proceeds. Following any such application of the Draw Proceeds, Tenant will either pay to Landlord on demand the cash amount so applied in effect order to restore the Draw Proceeds to the full amount thereof immediately prior to such application or cause the Letter of Credit to be replenished to its full amount thereunder. Failure to either pay that cash amount or cause the Letter of Credit to be replenished to its full amount thereunder within five (5) business days after Landlord’s written notice to Tenant of that application of the Draw Proceeds shall constitute an Event of Default without the right to any notice or cure period. Landlord will not be liable for any indirect, Table of Contents consequential, special or punitive damages incurred by Tenant arising from a claim that Landlord violated the bankruptcy code’s automatic stay in connection with any draw by Landlord of any Draw Proceeds, Landlord’s liability (if any) under such circumstances being limited to the reimbursement of direct costs as and to the extent expressly provided abovein this Section 57.3. Nothing in this Lease or in the Letter of Credit will confer upon Tenant any property rights or interests in any Draw Proceeds; or (z) provided, however, that upon the expiration or earlier termination of this Sub-Sublease, to pay any amount then due and payable by Sub-Subtenant to Sub-Sublandlord. Sub-Subtenant waives the provisions of California Civil Code Paragraph 1950.7Lease, and all other provisions so long as there then exist no Draw Events or Events of law now in force or that become in force as Default hereunder, Landlord agrees to return of the date of execution of this Sub-Sublease, that provide that Sub-Sublandlord may claim from a Security Deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Sub-Subtenant or to clean the Sub-Sublease Premises. If the entire Draw Proceeds are not used or applied by Sub-Sublandlord, the any remaining unapplied balance of the Draw ProceedsProceeds then held by Landlord to Tenant, although not a cash security deposit, shall be held and maintained by Sub-Sublandlord and may be applied in the manner set forth in Section 4.6.5 below with respect to a Security Deposit. In the event that Sub-Sublandlord improperly draws upon the Letter of Credit or misapplies itself (if and to the Draw Proceeds, Sub-Subtenant’s sole remedy shall be extent not previously drawn in full) to the right to obtain from Sub-Sublandlord a refund of L/C Bank. Landlord may draw on the amount of any sight draft(s) that were improperly presented or the proceeds of which were misapplied, together with interest at the Default Rate set forth in the Master Lease and reasonable actual out-of-pocket attorneys’ fees, provided that at the time of such refund, Sub-Subtenant increases the amount of such Letter of Credit to the amount (if any) then required under the applicable provisions of this Sub-Sublease. Sub-Subtenant acknowledges that recovery of money damages would be an adequate remedy thereforand/or apply any Security Deposit in any order.

Draws on the Letter of Credit. Sub-Sublandlord Immediately upon, and at any time or from time to time after, the occurrence of any one or more Draw Events (as defined below), Veritone will have the unconditional right to draw on the Letter of Credit in accordance with this Section 8. Veritone shall provide written notice of any such draw on the Letter of Credit to Subtenant on the date of such draw, unless Veritone is prevented from giving notice by application of the bankruptcy code's automatic stay, in which case no such notice shall be required. Upon the payment to Veritone of the Draw Proceeds, Veritone will hold the Draw Proceeds in its own name and for its own account, without liability for interest, to use and apply any and all of the Draw Proceeds only (i) to cure any Event of Sublease Default by Subtenant; (ii) to pay any other sum to which Veritone becomes obligated by reason of Subtenant's failure to carry out its obligations under this Sublease; or (iii) to compensate Veritone for any monetary loss or damage which Veritone suffers thereby that is finally determined by a court of competent jurisdiction to have been proximately caused by Subtenant's failure to carry out its obligations under this Sublease. In addition, if the Draw Event is the failure of Subtenant to renew the Letter of Credit as required hereunder, then Veritone shall be entitled to draw upon a portion or the entire amount of the Letter of Credit as a cash security deposit, held as a pledge under the California Uniform Commercial Code to secure Subtenant's obligations under this Sublease. Veritone will return the amounts so drawn, less any amounts applied as provided herein, upon delivery by Subtenant of a replacement Letter of Credit. Further, immediately upon the occurrence and during the continuance of any one or more Draw Events, Veritone may, from time to time, with notice to Sub-Subtenant time and without prejudice to any other remedy Sub-Sublandlord may haveremedy, for any use the Draw Proceeds (whether from a contemporaneous or prior draw on the Letter of Credit) to the following reasons: extent necessary to (x) upon or following the occurrence of a Sublease cure any Event of Default, Sublease Default by Subtenant; (Ay) to pay any amounts payable other sum to which Veritone becomes obligated by Sub-Subtenant reason of Subtenant's failure to Sub-Sublandlord hereunder, and carry out its obligations under this Sublease; or (Bz) to compensate Sub-Sublandlord Veritone for any expense, monetary loss or damage actually incurred or suffered which Veritone suffers thereby that is finally determined by Sub-Sublandlord a court of competent jurisdiction to have been proximately caused by Subtenant's failure to carry out its obligations to pay Base Rent and Subtenant Additional Rent under this Sublease. Any delays in connection with the default; or (y) if Sub-Subtenant fails to give Sub-Sublandlord evidence of renewal of Veritone’s draw on the Letter of Credit or issuance in Veritone's use of the Draw Proceeds as provided in this Section 8 will not constitute a new Letter waiver by Veritone of Credit at least thirty (30) days prior any of its rights hereunder with respect to the expiration of the Letter of Credit then in effect as provided above; or (z) upon the expiration or earlier termination of this Sub-Sublease, to pay Draw Proceeds. Following any amount then due and payable by Sub-Subtenant to Sub-Sublandlord. Sub-Subtenant waives the provisions of California Civil Code Paragraph 1950.7, and all other provisions of law now in force or that become in force as of the date of execution of this Sub-Sublease, that provide that Sub-Sublandlord may claim from a Security Deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Sub-Subtenant or to clean the Sub-Sublease Premises. If the entire Draw Proceeds are not used or applied by Sub-Sublandlord, the balance such application of the Draw Proceeds, although not a Subtenant will either pay to Veritone within five (5) Business Days following Veritone’s written demand therefor the cash security deposit, shall be held and maintained by Sub-Sublandlord and may be amount so applied in order to restore the manner set forth in Section 4.6.5 below with respect Draw Proceeds to a Security Deposit. In the event that Sub-Sublandlord improperly draws upon full amount thereof immediately prior to such application or cause the Letter of Credit to be replenished to its full amount thereunder. Failure to either pay that cash amount or misapplies cause the Draw Proceeds, Sub-Subtenant’s sole remedy shall be the right to obtain from Sub-Sublandlord a refund of the amount of any sight draft(s) that were improperly presented or the proceeds of which were misapplied, together with interest at the Default Rate set forth in the Master Lease and reasonable actual out-of-pocket attorneys’ fees, provided that at the time of such refund, Sub-Subtenant increases the amount of such Letter of Credit to be replenished to its full amount thereunder within five (5) Business Days after written demand shall constitute an Event of Sublease Default without the amount right to any further notice or cure period. Veritone will not be liable for any indirect, consequential, special or punitive damages incurred by Subtenant arising from a claim that Veritone violated the bankruptcy code's automatic stay in connection with any draw by Veritone of any Draw Proceeds, Veritone’s liability (if any) under such circumstances being limited to the reimbursement of direct costs as and to the extent expressly provided in this Section 8. Nothing in this Sublease or in the Letter of Credit will confer upon Subtenant any property rights or interests in any Draw Proceeds; provided, however, that promptly following the LC Expiration Date, and so long as there then required under exist no Draw Events or Event of Sublease Default hereunder, Veritone agrees to (x) return any remaining unapplied balance of the applicable provisions Draw Proceeds then held by Veritone, (y) deliver the Letter of Credit itself (if and to the extent not previously drawn in full) to the L/C Bank within ten (10) Business Days after the LC Termination Date and (z) to the extent applicable, deliver a letter substantially in the form of Exhibit C attached hereto (the “Beneficiary Termination Letter”) to the L/C Bank, with a copy to Subtenant, within ten (10) Business Days after the early termination of this Sub-Sublease. Sub-Subtenant acknowledges that recovery Veritone may draw on the Letter of money damages would be an adequate remedy thereforCredit and/or apply any Security Deposit in any order.

Draws on the Letter of Credit. Sub-Sublandlord shall be entitled (a) Tenant and Landlord acknowledge that, pursuant to draw upon a portion or the entire amount terms of the Letter of Credit from time to timeCredit, with notice to Sub-Subtenant and without prejudice to any other remedy Sub-Sublandlord Landlord may have, for any of the following reasons: (x) upon or following the occurrence of a Sublease Event of Default, (A) to pay any amounts payable by Sub-Subtenant to Sub-Sublandlord hereunder, and (B) to compensate Sub-Sublandlord for any expense, loss or damage actually incurred or suffered by Sub-Sublandlord in connection with the default; or (y) if Sub-Subtenant fails to give Sub-Sublandlord evidence of renewal of only draw on the Letter of Credit or issuance in the event Tenant is in default under the Lease. In order to amend and clarify Landlord's rights with respect to the Letter of a new Credit, Landlord and Tenant stipulate and agree that the first sentence of the third paragraph of Section 27 of the Original Lease is hereby deleted and replaced with the following: "If Tenant is in default under this Lease, the Letter of Credit at least thirty (30) days prior to may be drawn upon by Landlord upon presentation of a sight draft, by a draw of that portion of the expiration remaining balance of the Letter of Credit then due and payable under the Lease. Tenant shall be deemed to be ‘in effect as provided above; or (z) default’ under the Lease for purposes of drawing on the Letter of Credit upon the occurrence of any of the following: (i) Tenant fails to pay fully any item of Rent as and when due, and such failure continues for a period of 10 days, without regard to any other cure period granted or notice requirement under this Lease and without regard to whether such failure is determined (upon occurrence or at any later time) to be an Event of Default under the Lease; (ii) Tenant breaches or fails to timely perform any of its other monetary obligations under this Lease (as amended hereby), and the breach or failure continues for a period of 15 days, without regard to any other cure period granted or notice requirement under this Lease and without regard to whether such breach or failure is determined (upon occurrence or at any later time) to be an Event of Default under the Lease; (iii) Landlord's entitlement to draw on the Letter of Credit, pursuant to Section 2(c) of this Agreement; (iv) if Tenant holds over or remains in possession of the Demised Premises after the expiration of the Term or earlier termination of this Sub-SubleaseLease, without Landlord's express written consent; or (v) an Event of Default." (b) Notwithstanding anything contained herein to pay any amount then due the contrary, the parties stipulate and payable by Sub-Subtenant to Sub-Sublandlord. Sub-Subtenant waives agree that the provisions of California Civil Code Paragraph 1950.7, and all other provisions of law now in force or that become in force as of paragraph 4(a) above shall pertain solely to the date of execution of this Sub-Sublease, that provide that Sub-Sublandlord may claim from a Security Deposit only those sums reasonably necessary Landlord’s right to remedy defaults in the payment of rent, to repair damage caused by Sub-Subtenant or to clean the Sub-Sublease Premises. If the entire Draw Proceeds are not used or applied by Sub-Sublandlord, the balance of the Draw Proceeds, although not a cash security deposit, shall be held and maintained by Sub-Sublandlord and may be applied in the manner set forth in Section 4.6.5 below with respect to a Security Deposit. In the event that Sub-Sublandlord improperly draws draw upon the Letter of Credit and shall not modify, alter or misapplies amend the Draw Proceeds, Sub-Subtenant’s sole remedy shall be the right to obtain from Sub-Sublandlord a refund definition of the amount “Event of any sight draft(s) that were improperly presented or the proceeds of which were misapplied, together with interest at the Default Rate Default” set forth in Section 14.1 of the Master Original Lease and reasonable actual out-of-pocket attorneys’ feesor any rights, provided that at the time of such refund, Sub-Subtenant increases the amount of such Letter of Credit to the amount (if any) then required under the applicable provisions of this Sub-Sublease. Sub-Subtenant acknowledges that recovery of money damages would be an adequate remedy thereforobligations or terms set forth therein.

Draws on the Letter of Credit. Sub-Sublandlord Immediately upon, and at any time or from time to time after, the occurrence of any one or more Draw Events (as defined below), Landlord will have the unconditional right to draw on the Letter of Credit in accordance with this Article 37. Upon the payment to Landlord of the Draw Proceeds, Landlord will hold the Draw Proceeds in its own name and for its own account, without liability for interest, to use and apply any and all of the Draw Proceeds only (a) to cure any Event of Default by Tenant; (b) to pay any other sum to which Landlord becomes obligated by reason of Tenant's failure to carry out its obligations under this Lease; (c) to compensate Landlord for any monetary loss or damage which Landlord suffers thereby arising from Tenant's failure to carry out its obligations under this Lease; and/or (d) to compensate Landlord for agreeing to enter into the Direct Lease (as defined in the Consent and Recognition Agreement) pursuant to the Consent and Recognition Agreement at a different Base Rent and Base Year than the Base Rent and Base Year provided for in this Lease. In addition, if the Draw Event is the failure of Tenant to renew the Letter of Credit as required hereunder, then Landlord shall be entitled to draw upon a portion or the entire amount of the Letter of Credit as a cash security deposit, held as a pledge under the California Uniform Commercial Code to secure Tenant's obligations under this Lease. Among other things, it is expressly understood that the Draw Proceeds will not be considered an advance payment of Base Rent or Additional Rent or a measure of Landlord's damages resulting from any Event of Default hereunder (past, present or future). Further, immediately upon the occurrence and during the continuance of any one or more Draw Events, Landlord may, from time to time, with notice to Sub-Subtenant time and without prejudice to any other remedy Sub-Sublandlord may haveremedy, for any use the Draw Proceeds (whether from a contemporaneous or prior draw on the Letter of the following reasons: (x) upon or following the occurrence of a Sublease Event of Default, (ACredit) to the extent necessary to make good any arrearages of Base Rent or Additional Rent, to pay to Landlord any and all amounts payable by Sub-Subtenant to Sub-Sublandlord hereunder, and (B) to compensate Sub-Sublandlord for any expense, loss or damage actually incurred or suffered by Sub-Sublandlord which Landlord is entitled in connection with the default; pursuit of any one or (y) if Sub-Subtenant fails more of its remedies hereunder, to give Sub-Sublandlord evidence compensate Landlord for any and all other damage, injury, expense or liability caused to Landlord by any and all such Events of renewal of Default, and to compensate Landlord for entering into the Direct Lease pursuant to the Consent and Recognition Agreement at a different Base Rent and Base Year than the Base Rent and Base Year provided for in this Lease. Any delays in Landlord's draw on the Letter of Credit or issuance in Landlord's use of the Draw Proceeds as provided in this Article 37 will not constitute a new Letter waiver by Landlord of Credit at least thirty (30) days prior any of its rights hereunder with respect to the expiration of the Letter of Credit then or the Draw Proceeds. Following any such application of the Draw Proceeds, Tenant will either pay to Landlord on demand the cash amount so applied in effect order to restore the Draw Proceeds to the full amount thereof immediately prior to such application or cause the Letter of Credit to be replenished to its full amount thereunder. Landlord will not be liable for any indirect, consequential, special or punitive damages incurred by Tenant arising from a claim that Landlord violated the bankruptcy code's automatic stay in connection with any draw by Landlord of any Draw Proceeds, Landlord's liability (if any) under such circumstances being limited to the reimbursement of direct costs as and to the extent expressly provided abovein this Section 37.3. Nothing in this Lease or in the Letter of Credit will confer upon Tenant any property rights or interests in any Draw Proceeds; or (z) provided, however, that upon the expiration or earlier termination of this Sub-Sublease, to pay any amount then due and payable by Sub-Subtenant to Sub-Sublandlord. Sub-Subtenant waives the provisions of California Civil Code Paragraph 1950.7Lease, and all other provisions so long as there then exist no Draw Events or Events of law now in force or that become in force as Default hereunder, Landlord agrees to return of the date of execution of this Sub-Sublease, that provide that Sub-Sublandlord may claim from a Security Deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Sub-Subtenant or to clean the Sub-Sublease Premises. If the entire Draw Proceeds are not used or applied by Sub-Sublandlord, the any remaining unapplied balance of the Draw ProceedsProceeds then held by Landlord, although not a cash security deposit, shall be held and maintained by Sub-Sublandlord and may be applied in the manner set forth in Section 4.6.5 below with respect to a Security Deposit. In the event that Sub-Sublandlord improperly draws upon the Letter of Credit or misapplies itself (if and to the Draw Proceeds, Sub-Subtenant’s sole remedy shall be extent not previously drawn in full) to the right to obtain from Sub-Sublandlord a refund of L/C Bank. Landlord may draw on the amount of any sight draft(s) that were improperly presented or the proceeds of which were misapplied, together with interest at the Default Rate set forth in the Master Lease and reasonable actual out-of-pocket attorneys’ fees, provided that at the time of such refund, Sub-Subtenant increases the amount of such Letter of Credit to the amount (if any) then required under the applicable provisions of this Sub-Sublease. Sub-Subtenant acknowledges that recovery of money damages would be an adequate remedy thereforand/or apply any Deposit in any order.

Draws on the Letter of Credit. Sub-Sublandlord Immediately upon, and at any time or from time to time after, the occurrence of any one or more Draw Events (as defined below), Landlord will have the unconditional right to draw on the Letter of Credit in accordance with this Article 62. Landlord shall provide written notice of any such draw on the Letter of Credit to Tenant on the date of such draw, unless Landlord is prevented from giving notice by application of the bankruptcy code’s automatic stay, in which case no such notice shall be required. Upon the payment to Landlord of the Draw Proceeds, Landlord will hold the Draw Proceeds in its own name and for its own account, without liability for interest, to use and apply any and all of the Draw Proceeds only (a) to cure any Event of Default by Tenant; (b) to pay any other sum to which Landlord becomes obligated by reason of Tenant’s failure to carry out its obligations under this Lease; or (c) to compensate Landlord for any monetary loss or damage which Landlord suffers thereby that is finally determined by a court to have been proximately caused by Tenant’s failure to carry out its obligations under this Lease. In addition, if the Draw Event is the failure of Tenant to renew the Letter of Credit as required hereunder, then Landlord shall be entitled to draw upon a portion or the entire amount of the Letter of Credit as a cash security deposit, held as a pledge under the California Uniform Commercial Code to secure Tenant’s obligations under this Lease. Landlord will return the amounts so drawn, less any amounts applied as provided herein, upon delivery by Tenant of a replacement Letter of Credit. Among other things, it is expressly understood that the Draw Proceeds will not be considered an advance payment of Base Rent or Additional Rent or a measure of Landlord’s damages resulting from any Event of Default hereunder (past, present or future). Further, immediately upon the occurrence and during the continuance of any one or more Draw Events, Landlord may, from time to time, with notice to Sub-Subtenant time and without prejudice to any other remedy Sub-Sublandlord may haveremedy, for use the Draw Proceeds (whether from a contemporaneous or prior draw on the Letter of Credit) to the extent necessary to (a) cure any of the following reasons: (x) upon or following the occurrence of a Sublease Event of Default, Default by Tenant; (Ab) to pay any amounts payable other sum to which Landlord becomes obligated by Sub-Subtenant reason of Tenant’s failure to Sub-Sublandlord hereunder, and carry out its obligations under this Lease; or (Bc) to compensate Sub-Sublandlord Landlord for any expense, monetary loss or damage actually incurred or suffered which Landlord suffers thereby that is finally determined by Sub-Sublandlord a court to have been proximately caused by Tenant’s failure to carry out its obligations under this Lease. Any delays in connection with the default; or (y) if Sub-Subtenant fails to give Sub-Sublandlord evidence of renewal of Landlord’s draw on the Letter of Credit or issuance in Landlord’s use of the Draw Proceeds as provided in this Article 62 will not constitute a new Letter waiver by Landlord of Credit at least thirty (30) days prior any of its rights hereunder with respect to the expiration of the Letter of Credit then in effect as provided above; or (z) upon the expiration or earlier termination of this Sub-Sublease, to pay Draw Proceeds. Following any amount then due and payable by Sub-Subtenant to Sub-Sublandlord. Sub-Subtenant waives the provisions of California Civil Code Paragraph 1950.7, and all other provisions of law now in force or that become in force as of the date of execution of this Sub-Sublease, that provide that Sub-Sublandlord may claim from a Security Deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Sub-Subtenant or to clean the Sub-Sublease Premises. If the entire Draw Proceeds are not used or applied by Sub-Sublandlord, the balance such application of the Draw Proceeds, although not a Tenant will either pay to Landlord within five (5) business days following Landlord’s demand therefor the cash security deposit, shall be held and maintained by Sub-Sublandlord and may be amount so applied in order to restore the manner set forth in Section 4.6.5 below with respect Draw Proceeds to a Security Deposit. In the event that Sub-Sublandlord improperly draws upon full amount thereof immediately prior to such application or cause the Letter of Credit to be replenished to its full amount thereunder. Failure to either pay that cash amount or misapplies cause the Draw Proceeds, Sub-Subtenant’s sole remedy shall be the right to obtain from Sub-Sublandlord a refund of the amount of any sight draft(s) that were improperly presented or the proceeds of which were misapplied, together with interest at the Default Rate set forth in the Master Lease and reasonable actual out-of-pocket attorneys’ fees, provided that at the time of such refund, Sub-Subtenant increases the amount of such Letter of Credit to be replenished to its full amount thereunder within five (5) business days after written demand shall constitute an Event of Default without the amount right to any further notice or cure period. Landlord will not be liable for any indirect, consequential, special or punitive damages incurred by Tenant arising from a claim that Landlord violated the bankruptcy code’s automatic stay in connection with any draw by Landlord of any Draw Proceeds, Landlord’s liability (if any) then required under such circumstances being limited to the applicable provisions reimbursement of direct costs as and to the extent expressly provided in this Sub-Sublease. Sub-Subtenant acknowledges that recovery of money damages would be an adequate remedy thereforSection 62.

Draws on the Letter of Credit. Sub-Sublandlord Immediately upon, and at any time or from time to time after, the occurrence of any one or more Draw Events (as defined below), Landlord will have the unconditional right to draw on the Letter of Credit in accordance with this Article 56. Upon the payment to Landlord of the Draw Proceeds, Landlord will hold the Draw Proceeds in its own name and for its own account, without liability for interest, to use and apply any and all of the Draw Proceeds only (a) to cure any Event of Default by Tenant; (b) to pay any other sum to which Landlord becomes obligated by reason of Tenant's failure to carry out its obligations under this Lease; or (c) to compensate Landlord for any monetary loss or damage which Landlord suffers thereby arising from Tenant's failure to carry out its obligations under this Lease. In addition, if the Draw Event is the failure of Tenant to renew the Letter of Credit as required hereunder, then Landlord shall be entitled to draw upon a portion or the entire amount of the Letter of Credit as a cash security deposit, held as a pledge under the California Uniform Commercial Code to secure Tenant's obligations under this Lease. Among other things, it is expressly understood that the Draw Proceeds will not be considered an advance payment of Base Rent or Additional Rent or a measure of Landlord's damages resulting from any Event of Default hereunder (past, present or future). Further, immediately upon the occurrence and during the continuance of any one or more Draw Events, Landlord may, from time to time, with notice to Sub-Subtenant time and without prejudice to any other remedy Sub-Sublandlord may haveremedy, for any use the Draw Proceeds (whether from a contemporaneous or prior draw on the Letter of the following reasons: (x) upon or following the occurrence of a Sublease Event of Default, (ACredit) to the extent necessary to make good any arrearages of Base Rent or Additional Rent, to pay to Landlord any and all amounts payable by Sub-Subtenant to Sub-Sublandlord hereunder, and (B) to compensate Sub-Sublandlord for any expense, loss or damage actually incurred or suffered by Sub-Sublandlord which Landlord is entitled in connection with the default; pursuit of any one or (y) if Sub-Subtenant fails more of its remedies hereunder, and to give Sub-Sublandlord evidence compensate Landlord for any and all other damage, injury, expense or liability caused to Landlord by any and all such Events of renewal of Default. Any delays in Landlord's draw on the Letter of Credit or issuance in Landlord's use of the Draw Proceeds as provided in this Article 56 will not constitute a new Letter waiver by Landlord of Credit at least thirty (30) days prior any of its rights hereunder with respect to the expiration of the Letter of Credit then or the Draw Proceeds. Following any such application of the Draw Proceeds, Tenant will either pay to Landlord on demand the cash amount so applied in effect order to restore the Draw Proceeds to the full amount thereof immediately prior to such application or cause the Letter of Credit to be replenished to its full amount thereunder. Failure to either pay that cash amount or cause the Letter of Credit to be replenished to its full amount thereunder within five (5) business days after that application of the Draw Proceeds shall constitute an Event of Default without the right to any notice or cure period. Landlord will not be liable for any indirect, consequential, special or punitive damages incurred by Tenant arising from a claim that Landlord violated the bankruptcy code's automatic stay in connection with any draw by Landlord of any Draw Proceeds, Landlord's liability (if any) under such circumstances being limited to the reimbursement of direct costs as and to the extent expressly provided abovein this Section 56.3. Nothing in this Lease or in the Letter of Credit will confer upon Tenant any property rights or interests in any Draw Proceeds; or (z) provided, however, that upon the expiration or earlier termination of this Sub-Sublease, to pay any amount then due and payable by Sub-Subtenant to Sub-Sublandlord. Sub-Subtenant waives the provisions of California Civil Code Paragraph 1950.7Lease, and all other provisions so long as there then exist no Draw Events or Events of law now in force or that become in force as Default hereunder, Landlord agrees to return of the date of execution of this Sub-Sublease, that provide that Sub-Sublandlord may claim from a Security Deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Sub-Subtenant or to clean the Sub-Sublease Premises. If the entire Draw Proceeds are not used or applied by Sub-Sublandlord, the any remaining unapplied balance of the Draw ProceedsProceeds then held by Landlord to Tenant, although not a cash security deposit, shall be held and maintained by Sub-Sublandlord and may be applied in the manner set forth in Section 4.6.5 below with respect to a Security Deposit. In the event that Sub-Sublandlord improperly draws upon the Letter of Credit or misapplies itself (if and to the Draw Proceeds, Sub-Subtenant’s sole remedy shall be extent not previously drawn in full) to the right to obtain from Sub-Sublandlord a refund of UC Bank. Landlord may draw on the amount of any sight draft(s) that were improperly presented or the proceeds of which were misapplied, together with interest at the Default Rate set forth in the Master Lease and reasonable actual out-of-pocket attorneys’ fees, provided that at the time of such refund, Sub-Subtenant increases the amount of such Letter of Credit to the amount (if any) then required under the applicable provisions of this Sub-Sublease. Sub-Subtenant acknowledges that recovery of money damages would be an adequate remedy thereforand/or apply any Deposit in any order.

Draws on the Letter of Credit. Sub-Sublandlord Immediately upon, and at any time or from time to time after, the occurrence of any one or more Draw Events (as defined in Section 21.4 below), Landlord will have the unconditional right to draw on the Letter of Credit in accordance with this Article 21. Upon the payment to Landlord of the Draw Proceeds (as defined in Section 21.4 below), Landlord will hold the Draw Proceeds in its own name and for its own account, without liability for interest, to use and apply any and all of the Draw Proceeds only (a) to cure any Event of Default by Tenant; (b) to pay any other sum to which Landlord becomes obligated by reason of Tenant’s failure to carry out its obligations under this Lease; or (c) to compensate Landlord for any monetary loss or damage which Landlord suffers thereby arising from Tenant’s failure to carry out its obligations under this Lease. In addition, if the Draw Event is the failure of Tenant to renew the Letter of Credit as required hereunder, then Landlord shall be entitled to draw upon a portion or the entire amount of the Letter of Credit as a cash security deposit, held as a pledge under the California Uniform Commercial Code to secure Tenant’s obligations under this Lease. Among other things, it is expressly understood that the Draw Proceeds will not be considered an advance payment of Base Rent or Additional Rent or a measure of Landlord’s damages resulting from any Event of Default hereunder (past, present or future). Further, immediately upon the occurrence and during the continuance of any one or more Draw Events, Landlord may, from time to time, with notice to Sub-Subtenant time and without prejudice to any other remedy Sub-Sublandlord may haveremedy, for any use the Draw Proceeds (whether from a contemporaneous or prior draw on the Letter of the following reasons: (x) upon or following the occurrence of a Sublease Event of Default, (ACredit) to the extent necessary to make good any arrearages of Base Rent or Additional Rent, to pay to Landlord any and all amounts payable by Sub-Subtenant to Sub-Sublandlord hereunder, and (B) to compensate Sub-Sublandlord for any expense, loss or damage actually incurred or suffered by Sub-Sublandlord which Landlord is entitled in connection with the default; pursuit of any one or (y) if Sub-Subtenant fails more of its remedies hereunder, and to give Sub-Sublandlord evidence compensate Landlord for any and all other damage, injury, expense or liability caused to Landlord by any and all such Events of renewal of Default. Any delays in Landlord’s draw on the Letter of Credit or issuance in Landlord’s use of the Draw Proceeds as provided in this Article 21 will not constitute a new Letter waiver by Landlord of Credit at least thirty (30) days prior any of its rights hereunder with respect to the expiration of the Letter of Credit then or the Draw Proceeds. Following any such application of the Draw Proceeds, Tenant will, within five (5) business days of written demand from Landlord, either pay to Landlord on demand the cash amount so applied in effect order to restore the Draw Proceeds to the full amount thereof immediately prior to such application or cause the Letter of Credit to be replenished to its full amount thereunder. Failure to either pay that cash amount or cause the Letter of Credit to be replenished to its full amount thereunder within five (5) business days after that application of the Draw Proceeds shall constitute an Event of Default. Landlord will not be liable for any indirect, consequential, special or punitive damages incurred by Tenant arising from a claim that Landlord violated the bankruptcy code’s automatic stay in connection with any draw by Landlord of any Draw Proceeds, Landlord’s liability (if any) under such circumstances being limited to the reimbursement of direct costs as and to the extent expressly provided abovein this Section 21.3. Nothing in this Lease or in the Letter of Credit will confer upon Tenant any property rights or interests in any Draw Proceeds; or (z) provided, however, that upon the expiration or earlier termination of this Sub-Sublease, to pay any amount then due and payable by Sub-Subtenant to Sub-Sublandlord. Sub-Subtenant waives the provisions of California Civil Code Paragraph 1950.7Lease, and all other provisions so long as there then exist no Draw Events or Events of law now in force or that become in force as Default hereunder, Landlord agrees to return of the date of execution of this Sub-Sublease, that provide that Sub-Sublandlord may claim from a Security Deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Sub-Subtenant or to clean the Sub-Sublease Premises. If the entire Draw Proceeds are not used or applied by Sub-Sublandlord, the any remaining unapplied balance of the Draw ProceedsProceeds then held by Landlord to Tenant within thirty (30) days after the expiration or earlier termination of this Lease, although not a cash security deposit, shall be held and maintained by Sub-Sublandlord and may be applied in the manner set forth in Section 4.6.5 below with respect to a Security Deposit. In the event that Sub-Sublandlord improperly draws upon the Letter of Credit or misapplies the Draw Proceeds, Sub-Subtenant’s sole remedy shall be the right to obtain from Sub-Sublandlord a refund of the amount of any sight draft(s) that were improperly presented or the proceeds of which were misapplied, together with interest at the Default Rate set forth in the Master Lease itself (if and reasonable actual out-of-pocket attorneys’ fees, provided that at the time of such refund, Sub-Subtenant increases the amount of such Letter of Credit to the amount (if anyextent not previously drawn in full) then required under to the applicable provisions of this Sub-Sublease. Sub-Subtenant acknowledges that recovery of money damages would be an adequate remedy thereforL/C Bank.

Draws on the Letter of Credit. Sub-Sublandlord Immediately upon, and at any time or from time to time after, the occurrence of any one or more Draw Events (as defined below), Landlord will have the unconditional right to draw on the Letter of Credit in accordance with this Article 37. Upon the payment to Landlord of the Draw Proceeds, Landlord will hold the Draw Proceeds in its own name and for its own account, without liability for interest, to use and apply any and all of the Draw Proceeds only (a) to cure any Event of Default by Tenant; (b) to pay any other sum to which Landlord becomes obligated by reason of Tenant's failure to carry out its obligations under this Lease; or (c) to compensate Landlord for any monetary loss or damage which Landlord suffers thereby arising from Tenant's failure to carry out its obligations under this Lease. In addition, if the Draw Event is the failure of Tenant to renew the Letter of Credit as required hereunder, then Landlord shall be entitled to draw upon a portion or the entire amount of the Letter of Credit as a cash security deposit, held as a pledge under the California Uniform Commercial Code to secure Tenant's obligations under this Lease, in which case, the terms of Article 26 hereof shall apply thereto. Among other things, it is expressly understood that the Draw Proceeds will not be considered an advance payment of Base Rent or Additional Rent or a measure of Landlord's damages resulting from any Event of Default hereunder (past, present or future). Further, immediately upon the occurrence and during the continuance of any one or more Draw Events, Landlord may, from time to time, with notice to Sub-Subtenant time and without prejudice to any other remedy Sub-Sublandlord may haveremedy, for any use the Draw Proceeds (whether from a contemporaneous or prior draw on the Letter of the following reasons: (x) upon or following the occurrence of a Sublease Event of Default, (ACredit) to the extent necessary to make good any arrearages of Base Rent or Additional Rent, to pay to Landlord any and all amounts payable by Sub-Subtenant to Sub-Sublandlord hereunder, and (B) to compensate Sub-Sublandlord for any expense, loss or damage actually incurred or suffered by Sub-Sublandlord which Landlord is entitled in connection with the default; pursuit of any one or (y) if Sub-Subtenant fails more of its remedies hereunder, and to give Sub-Sublandlord evidence compensate Landlord for any and all other damage, injury, expense or liability caused to Landlord by any and all such Events of renewal of Default. Any delays in Landlord's draw on the Letter of Credit or issuance in Landlord's use of the Draw Proceeds as provided in this Article 37 will not constitute a new Letter waiver by Landlord of Credit at least thirty (30) days prior any of its rights hereunder with respect to the expiration of the Letter of Credit then or the Draw Proceeds. Following any such application of the Draw Proceeds, Tenant will either pay to Landlord on demand the cash amount so applied in effect order to restore the Draw Proceeds to the full amount thereof immediately prior to such application or cause the Letter of Credit to be replenished to its full amount thereunder. Landlord will not be liable for any indirect, consequential, special or punitive damages incurred by Tenant arising from a claim that Landlord violated the bankruptcy code's automatic stay in connection with any draw by Landlord of any Draw Proceeds, Landlord's liability (if any) under such circumstances being limited to the reimbursement of direct costs as and to the extent expressly provided abovein this Section 37.3. Nothing in this Lease or in the Letter of Credit will confer upon Tenant any property rights or interests in any Draw Proceeds; or (z) provided, however, that upon the expiration or earlier termination of this Sub-Sublease, to pay any amount then due and payable by Sub-Subtenant to Sub-Sublandlord. Sub-Subtenant waives the provisions of California Civil Code Paragraph 1950.7Lease, and all other provisions so long as there then exist no Draw Events or Events of law now in force or that become in force as Default hereunder, Landlord agrees to return of the date of execution of this Sub-Sublease, that provide that Sub-Sublandlord may claim from a Security Deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Sub-Subtenant or to clean the Sub-Sublease Premises. If the entire Draw Proceeds are not used or applied by Sub-Sublandlord, the any remaining unapplied balance of the Draw ProceedsProceeds then held by Landlord, although not a cash security deposit, shall be held and maintained by Sub-Sublandlord and may be applied in the manner set forth in Section 4.6.5 below with respect to a Security Deposit. In the event that Sub-Sublandlord improperly draws upon the Letter of Credit or misapplies itself (if and to the Draw Proceeds, Sub-Subtenant’s sole remedy shall be extent not previously drawn in full) to the right to obtain from Sub-Sublandlord a refund of Tenant. Landlord may draw on the amount of any sight draft(s) that were improperly presented or the proceeds of which were misapplied, together with interest at the Default Rate set forth in the Master Lease and reasonable actual out-of-pocket attorneys’ fees, provided that at the time of such refund, Sub-Subtenant increases the amount of such Letter of Credit to the amount (if any) then required under the applicable provisions of this Sub-Sublease. Sub-Subtenant acknowledges that recovery of money damages would be an adequate remedy thereforand/or apply any Deposit in any order.

Draws on the Letter of Credit. Sub-Sublandlord Immediately upon, and at any time or from time to time after, the occurrence of any one or more Draw Events (as defined below), Landlord will have the unconditional right to draw on the Letter of Credit in accordance with this Paragraph 26. Upon the payment to Landlord of the Draw Proceeds, Landlord will hold the Draw Proceeds in its own name and for its own account, without liability for interest, to use and apply any and all of the Draw Proceeds only (a) to cure any Event of Default by Tenant; (b) to pay any other sum to which Landlord becomes obligated by reason of Tenant’s failure to carry out its obligations under this Lease; or (c) to compensate Landlord for any monetary loss or damage which Landlord suffers thereby arising from Tenant’s failure to carry out its obligations under this Lease. In addition, if the Draw Event is the failure of Tenant to renew the Letter of Credit as required hereunder, then Landlord shall be entitled to draw upon a portion or the entire amount of the Letter of Credit as a cash security deposit, held as a pledge under the California Uniform Commercial Code to secure Tenant’s obligations under this Lease. Among other things, it is expressly understood that the Draw Proceeds will not be considered an advance payment of Base Rent or Additional Rent or a measure of Landlord’s damages resulting from any Event of Default hereunder (past, present or future). Further, immediately upon the occurrence and during the continuance of any one or more Draw Events, Landlord may, from time to time, with notice to Sub-Subtenant time and without prejudice to any other remedy Sub-Sublandlord may haveremedy, for any use the Draw Proceeds (whether from a contemporaneous or prior draw on the Letter of the following reasons: (x) upon or following the occurrence of a Sublease Event of Default, (ACredit) to the extent necessary to make good any arrearages of Base Rent or Additional Rent, to pay to Landlord any and all amounts payable by Sub-Subtenant to Sub-Sublandlord hereunder, and (B) to compensate Sub-Sublandlord for any expense, loss or damage actually incurred or suffered by Sub-Sublandlord which Landlord is entitled in connection with the default; pursuit of any one or (y) if Sub-Subtenant fails more of its remedies hereunder, and to give Sub-Sublandlord evidence compensate Landlord for any and all other damage, injury, expense or liability caused to Landlord by any and all such Events of renewal of Default. Any delays in Landlord’s draw on the Letter of Credit or issuance in Landlord’s use of the Draw Proceeds as provided in this Paragraph 26 will not constitute a new Letter waiver by Landlord of Credit at least thirty (30) days prior any of its rights hereunder with respect to the expiration of the Letter of Credit then or the Draw Proceeds. Following any such application of the Draw Proceeds and Landlord’s written notice to Tenant thereof, Tenant will either pay to Landlord on demand the cash amount so applied in effect order to restore the Draw Proceeds to the full amount thereof immediately prior to such application or cause the Letter of Credit to be replenished to its full amount thereunder. Failure to either pay that cash amount or cause the Letter of Credit to be replenished to its full amount thereunder within three (3) business days after that application of the Draw Proceeds shall constitute an Event of Default without the right to any notice or cure period. Landlord will not be liable for any indirect, consequential, special or punitive damages incurred by Tenant arising from a claim that Landlord violated the bankruptcy code’s automatic stay in connection with any draw by Landlord of any Draw Proceeds, Landlord’s liability (if any) under such circumstances being limited to the reimbursement of direct costs as and to the extent expressly provided abovein this Paragraph 26(c). Nothing in this Lease or in the Letter of Credit will confer upon Tenant any property rights or interests in any Draw Proceeds; or (z) provided, however, that upon the expiration or earlier termination of this Sub-Sublease, to pay any amount then due and payable by Sub-Subtenant to Sub-Sublandlord. Sub-Subtenant waives the provisions of California Civil Code Paragraph 1950.7Lease, and all other provisions so long as there then exist no Draw Events or Events of law now in force or that become in force as of the date of execution of this Sub-SubleaseDefault hereunder, that provide that Sub-Sublandlord may claim from a Security Deposit only those sums reasonably necessary Landlord agrees to remedy defaults in the payment of rent, to repair damage caused by Sub-Subtenant or to clean the Sub-Sublease Premises. If the entire Draw Proceeds are not used or applied by Sub-Sublandlord, the return any remaining unapplied balance of the Draw ProceedsProceeds then held by Landlord to Tenant, although not a cash security deposit, shall be held and maintained by Sub-Sublandlord and may be applied in the manner set forth in Section 4.6.5 below with respect to a Security Deposit. In the event that Sub-Sublandlord improperly draws upon the Letter of Credit or misapplies itself (if and to the Draw Proceeds, Sub-Subtenant’s sole remedy shall be extent not previously drawn in full) to the right to obtain from Sub-Sublandlord a refund of L/C Bank. Landlord may draw on the amount of any sight draft(s) that were improperly presented or the proceeds of which were misapplied, together with interest at the Default Rate set forth in the Master Lease and reasonable actual out-of-pocket attorneys’ fees, provided that at the time of such refund, Sub-Subtenant increases the amount of such Letter of Credit to the amount (if any) then required under the applicable provisions of this Sub-Sublease. Sub-Subtenant acknowledges that recovery of money damages would be an adequate remedy thereforand/or apply any Deposit in any order.