Additional Letter of Credit. In the event that Tenant is in default of its obligations under the Lease after the expiration of any applicable grace period set forth in the Lease, then Landlord shall have the right, at any time after such event, without giving any further notice to Tenant, to draw upon said Letter of Credit (or Additional Letter of Credit, as defined below, as the case may be) (a) the amount necessary to cure such default or (b) if such default cannot reasonably be cured by the expenditure of money, to exercise all rights and remedies Landlord may have on account of such default, the amount which, in Landlord’s opinion, is necessary to satisfy Tenant’s liability in account thereof. In the event of any such draw by Landlord, Tenant shall, within twenty (20) days of written demand therefor, deliver to Landlord an additional Letter of Credit satisfying the conditions specified in Section 20.2 above (“Additional Letter of Credit”), except that the amount of such Additional Letter of Credit shall be the amount of such draw. Tenant’s failure to provide the Additional Letter of Credit upon written notice from Landlord shall be a material breach of the Lease, as amended hereby. In addition, in the event of a termination based upon the default of Tenant under the Lease, as amended hereby, or a rejection of the Lease, as amended hereby, pursuant to the provisions of the Federal Bankruptcy Code, Landlord shall have the right to draw upon the Letter of Credit (from time to time, if necessary) to cover the full amount of damages and other amounts due from Tenant to Landlord under the Lease, as amended hereby. Any amounts so drawn shall, at Landlord’s election, be applied first to any unpaid rent and other charges which were due prior to the filing of the petition for protection under the Federal Bankruptcy Code. Any such draw on the Letter of Credit shall not constitute a waiver of any other rights of Landlord with respect to Tenant’s default under the Lease, as amended hereby. Tenant hereby covenants and agrees not to oppose, contest or otherwise interfere with any attempt by Landlord to draw upon said Letter of Credit including, without limitation, by commencing an action seeking to enjoin or restrain Landlord from drawing upon said Letter of Credit. Tenant also hereby expressly waives any right or claim it may have to seek such equitable relief. In addition to whatever other rights and remedies it may have against Tenant if Tenant breaches its obligations under this paragraph, Tenant hereby acknowledges that it shall be liable for any and all damages which Landlord may suffer as a result of any such breach.
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Additional Letter of Credit. In the event that Tenant is in default of its obligations under the Lease after the expiration of any applicable grace period set forth in the Lease, then Landlord shall have the right, at any time after such event, without giving any further notice to Tenant, to draw upon said Letter of Credit (or Additional Letter of Credit, as defined below, as the case may be) (a) the amount necessary to cure such default or (b) if such default cannot reasonably be cured by the expenditure of money, to exercise all rights and remedies Landlord may have on account of such default, the amount which, in Landlord’s opinion, is necessary to satisfy Tenant’s liability in account thereof. In the event of any such draw by Landlord, Tenant shallThe Reinsurer shall obtain, within twenty five (205) days of written demand thereforBusiness Days following the Closing Date, deliver to Landlord an additional Letter one or more Letters of Credit satisfying for the conditions specified benefit of the Cedant in Section 20.2 above (“Additional Letter of Credit”), except that the an aggregate face amount of such Additional Letter of Credit shall be the amount of such draw. Tenant’s failure at least equal to provide the Additional Letter of Credit upon written notice from Landlord shall be a material breach Amount in order to provide collateral in respect of the Lease, as amended hereby. In addition, Reinsurer’s obligations to the Cedant in the event of a termination based upon the default of Tenant under the Lease, as amended hereby, or a rejection respect of the LeaseReinsured Liabilities. Thereafter, as amended hereby, pursuant the Reinsurer shall use commercially reasonable efforts to maintain such Letters of Credit in an aggregate face amount at least equal to the provisions of the Federal Bankruptcy Code, Landlord shall have the right to draw upon the Additional Letter of Credit Amount. The Cedant shall be permitted to reduce the Additional Letter of Credit Amount on a quarterly basis by providing the Reinsurer written notice thereof no later than five (from time to time, if necessary5) to cover the full amount of damages and other amounts due from Tenant to Landlord under the Lease, as amended hereby. Any amounts so drawn shall, at Landlord’s election, be applied first to any unpaid rent and other charges which were due Business Days prior to the filing end of each Quarterly Accounting Period, which reduction shall be effective as of the petition for protection under first day of the Federal Bankruptcy Codeimmediately succeeding Quarterly Accounting Period. Any In connection with any such draw on request, the Cedant shall cooperate with the Reinsurer to reduce any Letters of Credit supporting the Additional Letter of Credit Amount in accordance with Section 9.06.
(b) In the event that there has been a reduction to the Additional Letter of Credit Amount in accordance with Section 9.08(a), the Cedant shall be permitted to request the Reinsurer to procure one or more Letters of Credit in an aggregate face amount up to the excess of the Maximum Additional Letter of Credit Amount over the outstanding Additional Letter of Credit Amount (the amount of increase so requested, the “Additional LOC Increase Amount”) by providing the Reinsurer written notice thereof (an “Additional LOC Increase Request”). Upon receipt of any Additional LOC Increase Request, the Reinsurer shall use commercially reasonable efforts to obtain as promptly as reasonably practicable one or more additional Letters of Credit to support the Additional LOC Increase Amount at a cost acceptable to the Cedant; provided the Reinsurer shall not constitute enter into any Letter of Credit supporting the Additional LOC Increase Amount without the prior written consent of the Cedant. For the avoidance of doubt, in no event shall the Additional Letter of Credit Amount exceed the Maximum Additional Letter of Credit Amount.
(c) The Cedant shall reimburse the Reinsurer on a waiver quarterly basis, in accordance with Section 5.04, for the Cedant’s share of the fees and expenses payable by the Reinsurer in connection with any other rights Letters of Landlord Credit supporting the Additional Letter of Credit Amount (the “Additional LOC Costs”). The Additional LOC Costs with respect to Tenant’s default under any Quarterly Accounting Period shall be an amount equal to (i) with respect to all Additional Letters of Credit other than those supporting the LeaseAdditional LOC Increase Amount, as amended hereby. Tenant hereby covenants and agrees not to oppose, contest or otherwise interfere with any attempt by Landlord to draw upon said seventy-five (75) basis points of the Additional Letter of Credit includingAmount divided by four (4) and (ii) with respect to the Letters of Credit supporting the Additional LOC Increase Amount, without limitation, the fees and expenses payable by commencing an action seeking to enjoin or restrain Landlord from drawing upon said Letter the Reinsurer in connection with such Letters of Credit. Tenant also hereby expressly waives any right or claim it may have to seek such equitable relief. In addition to whatever other rights and remedies it may have against Tenant if Tenant breaches its obligations under this paragraph, Tenant hereby acknowledges that it shall be liable for any and all damages which Landlord may suffer as a result of any such breach.
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