Common use of Proceeds of Draw Clause in Contracts

Proceeds of Draw. In the event Landlord draws down on the L/C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (a) Tenant has no property interest whatsoever in the proceeds from any such draw, and (b) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “Unused L/C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/C in the full L/C Amount, which replacement L/C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due (subject to applicable notice and cure periods) and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit LawLaws, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or and (y) within thirty (30) days immediately after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due (subject to applicable notice and cure periods) and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this LeaseLease beyond applicable notice and cure periods. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or and (y) within thirty (30) days immediately after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord Sublessor draws down on the L/C Letter of Credit pursuant to Section 21.3(D1.11(c)(iv) or (Ev) above, the proceeds of the L/C Letter of Credit may be held by Landlord Sublessor and applied by Landlord Sublessor against any Rent payable by Tenant Sublessee under this Lease Sublease that is not paid when due and/or to pay for all losses and damages that Landlord Sublessor has suffered or that Landlord reasonably estimates that it will suffer as which were proximately caused by a result of any breach or default by Tenant Sublessee under this LeaseSublease. Any unused proceeds shall constitute the property of Landlord Sublessor and need not be segregated from LandlordSublessor’s other assets. Tenant Sublessee hereby (i) agrees that (a) Tenant has no property interest whatsoever in the proceeds from any such draw, and (b) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, Law and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord Sublessor agrees that the amount of any proceeds of the L/C Letter of Credit received by LandlordSublessor, and not not: (a) applied against any Rent payable by Tenant Sublessee under this Lease Sublease that was not paid when due due; or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated Sublessor which were proximately caused by Landlord that it will suffer) as a result of any breach or default by Tenant Sublessee under this Lease Sublease (the “Unused L/C Letter of Credit Proceeds”), shall be paid by Landlord Sublessor to Tenant Sublessee: (x) upon receipt by Landlord Sublessor of a replacement L/C Letter of Credit in the full L/C Letter of Credit Amount, which replacement L/C Letter of Credit shall comply in all respects with the requirements of this Article 21Section 1.11, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by TenantSublessee, or an involuntary petition is filed against Tenant Sublessee by any of TenantSublessee’s creditors, under the Bankruptcy Code, then Landlord Sublessor shall not be obligated to make such payment in the amount of the Unused L/C Letter of Credit Proceeds until either all preference issues relating to payments under this Lease Sublease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease Subtenant acknowledges that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that the Letter of Credit constitutes a separate and independent contract between Sublandlord and the Issuing Bank, (aii) Tenant Subtenant is not a third party beneficiary of such contract, (iii) Subtenant has no property interest whatsoever in the Letter of Credit or the proceeds from any such drawthereof, and (biv) such in the event Subtenant becomes a debtor under any chapter of the U.S. Bankruptcy Code (the “Bankruptcy Code”), neither Subtenant, any trustee, nor Subtenant 's bankruptcy estate shall have any right to restrict or limit Sublandlord 's claim and/or rights to the Letter of Credit and/or the proceeds thereof by application of Section 502(b)(6) of the Bankruptcy Code or otherwise. Sublandlord may immediately upon any draw permitted hereunder (and without notice to Subtenant except as may be expressly provided in this Sublease) apply or offset the proceeds of the Letter of Credit: (i) against any Rent payable by Subtenant under this Sublease that is not paid when due following any applicable notice and cure periods; (ii) against all losses and damages that Sublandlord has suffered or that Sublandlord reasonably estimates that it may suffer as a result of Subtenant’s failure to comply with one or more provisions of this Sublease, including any damages arising under section 1951.2 of the California Civil Code following termination of this Sublease, to the extent permitted by this Sublease; (iii) against any costs incurred by Sublandlord permitted to be reimbursed pursuant to this Sublease (including attorneys’ fees); and (iv) against any other amount that Sublandlord may spend or become obligated to spend by reason of Subtenant’s default for which Sublandlord shall be entitled to seek reimbursement in accordance with this Sublease. Subtenant (i) agrees that the proceeds of any draw by Sublandlord will not be deemed to be or treated as a “"security deposit” " under the Security Deposit LawLaws (defined below), and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the The amount of any proceeds of a draw upon the L/C Letter of Credit received by LandlordSublandlord, and not (a) applied against any Rent payable by Tenant Subtenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord Sublandlord (or reasonably estimated by Landlord Sublandlord that it will suffer) as a result of any breach or default Default by Tenant under this Lease Subtenant (the “Unused L/-C Proceeds”), shall be paid by Landlord Sublandlord to Tenant Subtenant (x) upon receipt by Landlord Sublandlord of a replacement L/C Replacement Letter of Credit in the full L/C Letter of Credit Amount, which replacement L/C Replacement Letter of Credit shall comply in all respects with the requirements of this Article 21Section 4, or (y) within thirty (30) days after the LC Final Letter of Credit Expiration Date; provided, however, that if prior to the LC Final Letter of Credit Expiration Date a voluntary petition is filed by TenantSubtenant, or an involuntary petition is filed against Tenant Subtenant by any of Tenant’s Subtenant 's creditors, under the Bankruptcy Code, then Landlord Sublandlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease Sublease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed. Sublandlord’s obligations hereunder shall survive the expiration or earlier termination hereof.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D) or (E) 21.3, above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit LawLaws, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section Sections 21.3(D) or (E) ), above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due due, or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (a) Tenant has no property interest whatsoever in the proceeds from any such draw, and (b) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty five (305) business days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section Sections 21.3(D) or (E) ), above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s 's other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due due, or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s 's creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section Sections 21.3(D) or (E) ill}, above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s 's other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “"security deposit” " under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due due, or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “"Unused L/-C Proceeds”"), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s 's creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/L- C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or (including, without limitation, damages that may be granted to Landlord reasonably estimates that it will suffer under California Civil Code Section 1951.2) as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (a) Tenant has no property interest whatsoever in the proceeds from any such draw, and (b) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by including, without limitation, damages that may be granted to Landlord that it will sufferunder California Civil Code Section 1951.2) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down more funds on the L/C pursuant Letter of Credit than can be properly applied to Section 21.3(D) obligations then due or (E) abovepayable to Landlord hereunder, the proceeds excess of the L/-C may shall be held by Landlord as security for Tenant’s obligations to Landlord under this Lease until the Lease is terminated and all obligations under the Lease are satisfied and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s 's other assets. Tenant hereby (i) agrees that (a) Tenant has no property interest whatsoever in the proceeds from any such draw, and (b) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “"Unused L/-C Proceeds”"), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s 's creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease Subtenant acknowledges that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that the Letter of Credit constitutes a separate and independent contract between Sublandlord and the Issuing Bank, (aii) Tenant Subtenant is not a third party beneficiary of such contract, (iii) Subtenant has no property interest whatsoever in the Letter of Credit or the proceeds from any such drawthereof, and (biv) in the event Subtenant becomes a debtor under any chapter of the U.S. Bankruptcy Code (the “Bankruptcy Code”), neither Subtenant, nor any trustee, nor Subtenant’s bankruptcy estate shall have any right to restrict or limit Sublandlord’s claim and/or rights to the Letter of Credit and/or the proceeds thereof by application of Section 502(b)(6) of the Bankruptcy Code or otherwise. Sublandlord may immediately upon any draw permitted hereunder (and without notice to Subtenant except as may be expressly provided in this Sublease) apply or offset the proceeds of the Letter of Credit: (A) against any Rent payable by Subtenant under this Sublease that is not paid when due following Subtenant’s Default (i.e., default beyond any applicable notice and cure period), provided that, if Sublandlord is precluded as a matter of law from sending notice of default, no such notice nor any corresponding cure period will apply; (B) against all losses and damages that Sublandlord has suffered as a result of Subtenant’s Default, including any damages arising under Section 1951.2 of the California Civil Code following termination of this Sublease, to the extent permitted by this Sublease; and (C) against any costs incurred by Sublandlord permitted to be reimbursed pursuant to this Sublease (including reasonable attorneys’ fees) following Subtenant’s Default. Subtenant (1) agrees that the proceeds shall of any draw by Sublandlord will not be deemed to be or treated as a “"security deposit” " under the Security Deposit LawLaws (defined below), and (ii2) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the The amount of any proceeds of a draw upon the L/C Letter of Credit received by LandlordSublandlord, and not (a) applied against any Rent payable by Tenant Subtenant under this Lease Sublease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) Sublandlord as a result of any breach or default Default by Tenant under this Lease Subtenant (the “Unused L/-C Proceeds”), shall be paid by Landlord Sublandlord to Tenant Subtenant (x) upon receipt by Landlord Sublandlord of a replacement L/C Replacement Letter of Credit in the then-current full L/C Letter of Credit Amount, which replacement L/C Replacement Letter of Credit shall comply in all respects with the requirements of this Article 21Section 4, or (y) within thirty (30) days after the LC Final Letter of Credit Expiration Date; provided, however, that if prior to the LC Final Letter of Credit Expiration Date a voluntary petition is filed by TenantSubtenant, or an involuntary petition is filed against Tenant Subtenant by any of TenantSubtenant’s creditors, under the Bankruptcy Code, then Landlord Sublandlord shall not be obligated to make such payment in the amount of the Unused L/C Letter of Credit Proceeds until either all preference issues relating to payments under this Lease Sublease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section Sections 21.3(D) or (E) ), above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s 's other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “"security deposit” " under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due due, or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “"Unused L/-C Proceeds”"), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s 's creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to this Section 21.3(D) or (E) above35, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or (including, without limitation, damages that may be granted to Landlord reasonably estimates that it will suffer under California Civil Code Section 1951.2) as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (a) Tenant has no property interest whatsoever in the proceeds from any such draw, and (b) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (ai) applied against any Rent payable by Tenant under this Lease that was not paid when due or (bii) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by including, without limitation, damages that may be granted to Landlord that it will sufferunder California Civil Code Section 1951.2) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21Section 35, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 50 Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D3.5.C(4) or (E5) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease or the Companion Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease or the Companion Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (a1) Tenant has no property interest whatsoever in the proceeds from any such draw, and (b2) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease or the Companion Lease that was not paid when due due, or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease or the Companion Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21Section 3.5, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease or the Companion Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D22.3(D) or (E) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s 's other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “"security deposit” " under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “"Unused L/-C Proceeds”"), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 2122, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s 's creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due (subject to applicable notice and cure periods) and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this LeaseLease beyond applicable notice and cure periods. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord Xxxxxxxx agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or and (y) within thirty (30) days immediately after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by TenantXxxxxx, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section Sections 21.3(D) or (E) I, above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due due, or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due (subject to any applicable notice and cure period) and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit LawLaws, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due (subject to the application of any applicable notice and cure periods) and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any uncured breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due (subject to the application of any applicable notice and cure periods) or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any uncured breach or default by Tenant under this Lease (the “Unused L/C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/C in the full L/C Amount, which replacement L/C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due (subject to applicable notice and cure periods) and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s 's other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “"security deposit” " under the Security Deposit LawLaws, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “"Unused L/-C Proceeds”"), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or and (y) within thirty (30) days immediately after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s 's creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s 's other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “"security deposit” " under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “"Unused L/-C Proceeds”"), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s 's creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section Sections 21.3(D) or (E) ), above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s 's other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “"security deposit” " under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due due, or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “"Unused L/-C Proceeds”"), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/L- C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s 's creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.. 21.6

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s 's other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “"security deposit” " under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “"Unused L/-C Proceeds”"), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by TenantXxxxxx, or an involuntary petition is filed against Tenant by any of Tenant’s 's creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.. 55 000 XXXXXXX XXXXXXXXX [Atara Biotherapeutics, Inc.]

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D) or (E) 21.3, above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit LawLaws, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event If Landlord draws down on the L/-C pursuant to Section 21.3(D32.3(D) or (E) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer suffers as a result of any breach or default by Tenant under this LeaseLease (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code). Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (a) Tenant has no property interest whatsoever in the proceeds from any such draw, and (b) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by including, without limitation, damages provided to Landlord that it will sufferpursuant to Section 1951.2 of the California Civil Code) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21Section 32, or (y) within thirty (30) days after before the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease Subtenant acknowledges that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that the Letter of Credit constitutes a separate and independent contract between Sublandlord and the Issuing Bank, (aii) Tenant Subtenant is not a third party beneficiary of such contract, (iii) Subtenant has no property interest whatsoever in the Letter of Credit or the proceeds from any such drawthereof, and (biv) such in the event Subtenant becomes a debtor under any chapter of the U.S. Bankruptcy Code (the “Bankruptcy Code”), neither Subtenant, any trustee, nor Subtenant’s bankruptcy estate shall have any right to restrict or limit Sublandlord’s claim and/or rights to the Letter of Credit and/or the proceeds thereof by application of Section 502(b)(6) of the Bankruptcy Code or otherwise. Sublandlord may immediately upon any draw permitted hereunder (and without notice to Subtenant except as may be expressly provided in this Sublease) apply or offset the proceeds of the Letter of Credit: (i) against any Rent payable by Subtenant under this Sublease that is not paid when due following any applicable notice and cure periods; (ii) against all losses and damages that Sublandlord has suffered or that Sublandlord reasonably estimates that it may suffer as a result of Subtenant’s failure to comply with one or more provisions of this Sublease, including any damages arising under section 1951.2 of the California Civil Code following termination of this Sublease, to the extent permitted by this Sublease; (iii) against any costs incurred by Sublandlord permitted to be reimbursed pursuant to this Sublease (including attorneys’ fees); and (iv) against any other amount that Sublandlord may spend or become obligated to spend by reason of Subtenant’s Default for which Sublandlord shall be entitled to seek reimbursement in accordance with this Sublease. Subtenant (I) agrees that the proceeds of any draw by Sublandlord will not be deemed to be or treated as a “security deposit” under the Security Deposit LawLaws (defined below), and (iiII) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the The amount of any proceeds of a draw upon the L/C Letter of Credit received by LandlordSublandlord, and not (a) applied against any Rent payable by Tenant Subtenant under this Lease Sublease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord Sublandlord (or reasonably estimated by Landlord Sublandlord that it will suffer) as a result of any breach or default Default by Tenant under this Lease Subtenant (the “Unused L/-C Proceeds”), shall be paid by Landlord Sublandlord to Tenant Subtenant (x) upon receipt by Landlord Sublandlord of a replacement L/C Replacement Letter of Credit in the full L/C Letter of Credit Amount, which replacement L/C Replacement Letter of Credit shall comply in all respects with the requirements of this Article 21Section 4, or (y) within thirty (30) days after the LC Final Letter of Credit Expiration Date; provided, however, that if prior to the LC Final Letter of Credit Expiration Date a voluntary petition is filed by TenantSubtenant, or an involuntary petition is filed against Tenant Subtenant by any of TenantSubtenant’s creditors, under the Bankruptcy Code, then Landlord Sublandlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease Sublease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or (including, without limitation, damages that may be granted to Landlord reasonably estimates that it will suffer under California Civil Code Section 1951.2) as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s 's other assets. Tenant hereby (i) agrees that (a) Tenant has no property interest whatsoever in the proceeds from any such draw, and (b) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by including, without limitation, damages that may be granted to Landlord that it will sufferunder California Civil Code Section 1951.2) as a result of any breach or default by Tenant under this Lease (the “"Unused L/-C Proceeds”"), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s 's creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “Unused L/C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/C in the full L/C AmountAmount required to be maintained by Tenant at such time, which replacement L/C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC L/C Expiration Date; provided, however, that if prior to the LC L/C Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/C Security pursuant to Section 21.3(D21.1(b)(ii) or and (Evi) above, the proceeds of the L/C Security may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due (subject to applicable notice and cure periods) and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit LawLaws, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord Xxxxxxxx agrees that the amount of any proceeds of the L/-C received by LandlordXxxxxxxx, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “Unused L/C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/C Security in the full L/C Amountrequired amount, which replacement L/C Security shall comply in all respects with the requirements of this Article 21, or and (y) within thirty (30) days immediately after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or (including, without limitation, damages that may be granted to Landlord reasonably estimates that it will suffer under California Civil Code Section 1951.2) as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s 's other assets. Tenant hereby (i) agrees that (a) Tenant has no property interest whatsoever in the proceeds from any such draw, and (b) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by including, without limitation, damages that may be granted to Landlord that it will sufferunder California Civil Code Section 1951.2) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC L‑C Expiration Date; provided, however, that if prior to the LC L‑C Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s 's creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D) or (E) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s 's other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “"security deposit” " under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s 's creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

Proceeds of Draw. In the event Landlord draws down on the L/-C pursuant to Section 21.3(D3(D) or (E) above, the proceeds of the L/-C may be held by Landlord and applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any breach or default by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Tenant hereby (i) agrees that (aA) Tenant has no property interest whatsoever in the proceeds from any such draw, and (bB) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Law, and (ii) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the L/-C received by Landlord, and not (a) applied against any Rent payable by Tenant under this Lease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease (the “Unused L/-C Proceeds”), shall be paid by Landlord to Tenant (x) upon receipt by Landlord of a replacement L/-C in the full L/-C Amount, which replacement L/-C shall comply in all respects with the requirements of this Article 21Exhibit G, or (y) within thirty (30) days after the LC Expiration Date; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the Unused L/-C Proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.