Common use of Use of Proceeds by Landlord Clause in Contracts

Use of Proceeds by Landlord. Subject to Section 27.02, the proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (a) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (b) against all losses and damages that Landlord has suffered; (c) against any costs incurred by Landlord in connection with this Lease (including attorneys fees); and (d) against any other amount that Landlord is owed by reason of Landlord’s exercise of its remedies for Tenant default under this Lease. Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay within thirty (30) days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final 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 Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (a) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (b) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease; (c) against any costs incurred by Landlord in connection with this the Lease (including attorneys attorneys’ fees); and (d) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise Default. Provided Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) 45 days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (a) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (b) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease, including any damages arising under section 1951.2 of the California Civil Code following termination of the Lease; (c) against any costs incurred by Landlord in connection with this the Lease (including attorneys attorneys’ fees); and (d) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise Default. Provided Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) 45 days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may may, immediately upon any draw (and without notice to Tenant) ), apply or offset the proceeds of the Letter of Credit: Credit against (a) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (b) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease; (c) against any costs incurred by Landlord in connection with this Lease (including attorneys attorneys’ fees); and (d) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise failure to comply with this Lease. Provided that Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC shall pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay within thirty (30) 45 days after the Final LC Expiration Date Date, the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed provided above; provided, however, that if prior to if, before the Final LC Expiration Date expiration of such 45-day period, a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord such payment shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds required 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (ai) against any Rent or other amount payable by Tenant under this the Lease that is not paid when due; (bii) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of the Lease, including any damages arising under section 1951.2 of the California Civil Code following termination of the Lease; (ciii) against any costs incurred by Landlord in connection with this the Lease (including attorneys attorneys’ fees); and (div) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise default. Provided Tenant has performed all of its remedies for Tenant default obligations under this the Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) 45 days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this the Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case June 11, 2004 Matter ID Number: 13883 pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of any draw upon the Letter of Credit which are not used to pay for damages suffered by Landlord (or which Landlord reasonably estimates it will suffer) as described above (the “Unused Proceeds”) shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and ). Landlord may immediately upon any draw permitted hereunder (and without notice to TenantTenant except as may be expressly provided in the Lease) apply or offset the proceeds of the Letter of Credit: (ai) against any Rent or other amount payable by Tenant under this the Lease that is not paid when due; (bii) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of the Lease, including any damages arising under section 1951.2 of the California Civil Code following termination of the Lease; (ciii) against any costs incurred by Landlord in connection with this permitted to be reimbursed pursuant to the Lease (including attorneys attorneys’ fees)) that have not been timely paid by Tenant; and (div) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise of its remedies breach for Tenant default under this which Landlord shall be entitled to seek reimbursement in accordance with the Lease. Tenant (i) agrees that (A) Tenant has no property interest whatsoever in the Unused Proceeds, and (B) the Unused Proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Laws (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. Any Unused Proceeds shall be paid by Landlord agrees to return the Original Tenant (x) upon receipt by Landlord of a replacement Letter of Credit or any Renewal or Replacement LC pay to Tenantin the full Letter of Credit Amount, which replacement Letter of Credit shall comply in all respects with the requirements of this Section 2, or at Tenant’s written direction, the Issuing Bank or pay (y) within thirty (30) days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed aboveDate; provided, however, that if prior to the Final 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 Federal Bankruptcy CodeInsolvency Event occurs, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds Unused Proceeds until either all preference issues relating to payments under this the Lease have been resolved in such bankruptcy or reorganization case or such and any bankruptcy or reorganization case has been dismissed, in each any case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may may, immediately upon any draw (and without notice to Tenant) ), apply or offset the proceeds of the Letter of Credit: Credit against (a) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (b) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease, including any damages arising under section California Civil Code § 1951.2 following termination of this Lease; (c) against any costs incurred by Landlord in connection with this Lease (including attorneys attorneys’ fees); and (d) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise failure to comply with this Lease. Provided that Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC shall pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay within thirty (30) 45 days after the Final LC Expiration Date Date, the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed provided above; provided, however, that if prior to if, before the Final LC Expiration Date expiration of such 45-day period, a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord such payment shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds required 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit drawn upon because of Tenant’s Failure to Comply and in accordance with Section 3.02 above shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (a) against any Rent or other amount payable by Tenant under this Lease that is was not paid when due; (bdue because of Tenant’s Failure to Comply;(b) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s Failure to Comply with one or more provisions of this Lease; (c) against any costs incurred by Landlord in connection with this the Lease (including attorneys attorneys’ fees), provided reimbursement of such costs is provided for under this Lease; and (d) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise Default, provided the reimbursement of its remedies such amount is provided for Tenant default under this Lease. Provided Tenant has performed all of its obligations under this Lease, Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) 45 days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (a) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (b) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s Default; (c) against any costs incurred by Landlord in connection with this the Lease (including attorneys attorneys’ fees); and (d) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise Default. Provided Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) 30 days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (ai) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (bii) against all costs (including reasonable attorneys’ fees and costs), losses and damages that Landlord has suffered; (c) against suffered or that Landlord reasonably estimates that it may suffer as a result of any costs incurred Event of Default by Landlord in connection with Tenant under this Lease (Lease, including attorneys fees)any damages arising under section 1951.2 of the California Civil Code following termination of the Lease; and (diii) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise default. Provided Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (ai) against any Rent or other amount rent payable by Tenant under this Lease that is not paid when due; (bii) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of any default by Tenant under this Lease, including any damages arising under section 1951.2 of the California Civil Code following termination of the Lease; (ciii) against any costs incurred by Landlord in connection with this Lease (including attorneys attorneys’ fees); and (div) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise default. Provided Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final 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 Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of any draw upon the Letter of Credit shall constitute Landlord’s sole which are not used to pay for damages suffered by Landlord (or which Landlord reasonably estimates it will suffer) (the “Unused Proceeds”) as described above may be held by Landlord and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and applied by Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (a) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (b) against due and/or to pay for all losses and damages that Landlord has suffered; (c) against , including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code, as a result of any costs incurred Default by Landlord in connection with this Lease (including attorneys fees); and (d) against any other amount that Landlord is owed by reason of Landlord’s exercise of its remedies for Tenant default under this Lease. Tenant (i) agrees that such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Laws (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. Any Unused Proceeds shall be paid by Landlord agrees to return the Original Tenant (x) upon receipt by Landlord of a replacement Letter of Credit or any Renewal or Replacement LC pay to Tenantin the full Letter of Credit Amount, which replacement Letter of Credit shall comply in all respects with the requirements of this Article 9, or at Tenant’s written direction, the Issuing Bank or pay (y) within thirty (30) days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed aboveDate; provided, however, that if prior to the Final 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 Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds Unused 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, in each any case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s 's sole and separate property (and not Tenant’s 's property or the property of Tenant’s 's bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (ai) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (bii) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of any Default by Tenant under this Lease; (ciii) against any costs incurred by Landlord in connection with this the Lease (including attorneys attorneys' fees); and (div) against any other amount that Landlord is owed may spend or become obligated to spend by reason of Landlord’s exercise Tenant's Default. Provided Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) 30 days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s 's or Guarantor's creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (ai) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (bii) against all losses and damages that Landlord has suffered; (c) against any costs incurred by Landlord in connection with this Lease (including attorneys fees)suffered as a result of Tenant’s Default; and (diii) against any other reasonable amount that Landlord is owed spends by reason of LandlordTenant’s exercise Default. Provided Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) 45 days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may may, immediately upon any draw (and without notice to Tenant) ), apply or offset the proceeds of the Letter of Credit: Credit against (a) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (b) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease; (c) against any costs incurred by Landlord in connection with this Lease (including attorneys attorneys’ fees), which costs the Tenant is obligated to pay or reimburse; and (d) against any other reasonable amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise failure to comply with this Lease and that Tenant is obligated to pay or reimburse under this Lease or under applicable Laws. Provided that Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC shall pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay within thirty sixty (3060) days after the Final LC Expiration Date Date, the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed provided above; provided, however, that if prior to if, before the Final LC Expiration Date 12 Second & Spring Avalara, Inc. expiration of such sixty (60) day period, a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord such payment shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds required 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (ai) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (bii) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of any Default by Tenant under this Lease, including any damages arising under Section 1951.2 of the California Civil Code following termination of the Lease; (ciii) against any costs incurred by Landlord in connection with this the Lease (including attorneys attorneys’ fees); and (div) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise Default. Provided Tenant is not in Default of any of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) 30 days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final 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 Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (a) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (b) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease; (c) against any costs incurred by Landlord in connection with this the Lease (including attorneys attorneys’ fees); and (d) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise Default. Provided Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty forty-five (3045) days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately draw upon any draw (and without the Letter of Credit upon 3 business days advance notice to Tenant) Tenant and apply or offset the proceeds of the Letter of Credit: (ai) against any Rent or other amount payable by Tenant under this the Lease that is not paid when due; (bii) against all losses and damages that Landlord has sufferedsuffered as a result of Tenant’s failure to comply with one or more provisions of the Lease, including any damages arising under section 1951.2 of the California Civil Code following termination of the Lease; (ciii) against any costs incurred by Landlord in connection with this the Lease (including attorneys attorneys’ fees); and (div) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise default. Provided Tenant has performed all of its remedies for Tenant default obligations under this the Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty forty-five (3045) days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final 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 Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this the Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (ai) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (bii) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of any Default by Tenant under this Lease, including any damages arising under section 1951.2 of the California Civil Code following termination of the Lease; (ciii) against any costs incurred by Landlord in connection with this the Lease (including attorneys attorneys’ fees); and (div) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise Default. Provided Tenant has performed all of its remedies for Tenant default obligations under this the Lease. , as the same may be amended from time to time, Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) 30 days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal. In the event that following the Final LC Expiration Date, Tenant has not performed all of its obligations under the Lease, as amended, and Landlord is holding unapplied proceeds of the Letter of Credit, Landlord shall apply such proceeds of the Letter of Credit to satisfy such Tenant obligations in accordance with the terms of the Lease and, within 30 days the full satisfaction such obligations, Landlord shall deliver to Tenant the remaining proceeds of the Letter of Credit received by Landlord and not so applied.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (ai) against any Rent or other amount payable by Tenant under this the Lease that is not paid when due; (bii) against all losses and damages that Landlord has sufferedsuffered as a result of any Default by Tenant under the Lease, including any damages arising under section 1951.2 of the California Civil Code following termination of the Lease; (ciii) against any costs incurred by Landlord in connection with this the Lease (including attorneys attorneys’ fees); and (div) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise Default. Provided Tenant has performed all of its remedies for Tenant default obligations under this the Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) 30 days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this the Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of any draw upon the Letter of Credit which are not used to pay for damages suffered by Landlord (or which Landlord reasonably estimates it will suffer) (the “Unused Proceeds”) as described above shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant▇▇▇▇▇▇’s bankruptcy estate) and Landlord may immediately upon need not be segregated from any draw other funds of Landlord. Tenant (and without notice to Tenanti) apply or offset agrees that (A) Tenant has no property interest whatsoever in the proceeds of from any such draw, and (B) such proceeds shall not be deemed to be or treated as a “security deposit” under the Letter of Credit: Security Deposit Laws (adefined below), and (ii) against any Rent waives all rights, duties and obligations either party may now or, in the future, will have relating to or other amount payable by Tenant under this Lease that is not arising from the Security Deposit Laws. Any Unused Proceeds shall be paid when due; (b) against all losses and damages that Landlord has suffered; (c) against any costs incurred by Landlord in connection with this Lease to Tenant (including attorneys fees); and (dx) against any other amount that upon receipt by Landlord is owed by reason of Landlord’s exercise of its remedies for Tenant default under this Lease. Landlord agrees to return the Original a replacement Letter of Credit or any Renewal or Replacement LC pay to Tenantin the full Letter of Credit Amount, which replacement Letter of Credit shall comply in all respects with the requirements of this Article 9, or at Tenant’s written direction, the Issuing Bank or pay (y) within thirty (30) days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed aboveDate; provided, however, that if prior to the Final 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 Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds Unused 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, in each any case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (ai) against any Rent or other amount rent payable by Tenant under this Lease that is not paid when due; (bii) against all losses and damages (A) that Landlord has suffered, or (B) to the extent arising under Section 1951.2 of the California Civil Code following termination of this Lease, that Landlord reasonably estimates that it may suffer as a result of any default by Tenant under this Lease; (ciii) against any costs incurred by Landlord in connection with this Lease (including attorneys attorneys’ fees)) to the extent that Tenant is responsible to reimburse Landlord therefor pursuant to the terms hereof; and (div) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise default. Provided Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final 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 Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Second Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Second Letter of Credit: (a) against any Rent or other amount payable by Tenant under this the Lease that is not paid when due; (b) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s Default; (c) against any costs incurred by Landlord in connection with this the Lease (including attorneys attorneys’ fees); and (d) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise Default. Provided Tenant has performed all of its remedies for Tenant default obligations under this the Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) 30 days after the Final Second LC Expiration Date the amount of any proceeds of the Second Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final Second LC Expiration Date a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Second Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (a) against any Rent or other amount payable by Tenant under this the Lease that is not paid when due; (b) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of the Lease, including any damages arising under section 1951.2 of the California Civil Code following termination of the Lease; (c) against any costs incurred by Landlord in connection with this the Lease (including attorneys attorneys’ fees); and (d) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise Default. Provided Tenant has performed all of its remedies for Tenant default obligations under this the Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) 45 days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this the Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (ai) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (bii) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of any Default by Tenant under this Lease, including any damages arising under section 1951.2 of the California Civil Code following termination of the Lease; (ciii) against any costs incurred by Landlord in connection with this the Lease (including attorneys attorneys’ fees); and (div) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise Default. Provided Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) 30 days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (a) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (b) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease; (c) against any costs incurred by Landlord in connection with this the Lease (including attorneys reasonable attorneys’ fees); and (d) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise Default. Provided Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) 30 days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final 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 Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw in accordance with Section 6.2 above (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (ai) against any Rent or other amount rent payable by Tenant under this Lease that is not paid when due; (bii) against all losses and damages that Landlord has sufferedsuffered as a result of any Default by Tenant under this Lease, including any damages arising under section 1951.2 of the California Civil Code following termination of the Lease; (ciii) against any costs incurred by Landlord in connection with this Lease (including attorneys attorneys’ fees); and (div) against any other amount that Landlord is owed may spend by reason of LandlordTenant’s exercise Default. Provided Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final 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 Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (a) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (b) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease; (c) against any costs incurred by Landlord in connection with this the Lease (including attorneys attorneys’ fees); and (d) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise Default. Provided Tenant has performed all of its remedies for Tenant default obligations under this the Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) 45 days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this the Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (ai) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (bii) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of any Default by Tenant under this Lease, including any damages arising under section 1951.2 of the California Civil Code following termination of the Lease; (ciii) against any costs incurred by Landlord in connection with this the Lease (including attorneys attorneys’ fees); and (div) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise Default. Provided Tenant is not in Default of any of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) 30 days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final 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 Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s 's sole and separate property (and not Tenant’s 's property or the property of Tenant’s 's bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (ai) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (bii) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of Tenant's failure to comply with one or more provisions of this Lease; and (ciii) against any costs incurred by Landlord in connection with this Lease amount (including attorneys fees); attorneys' fees and (dcosts) against any other amount that Landlord is owed may spend or become obligated to spend by reason of Landlord’s exercise Tenant's default. Provided Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) 45 days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s 's or Guarantor's creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (ai) against any Rent or other amount rent payable by Tenant under this Lease that is not paid when due; (bii) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of any default by Tenant under this Lease, including any damages arising under section 1951.2 of the California Civil Code following termination of the Lease; (ciii) against any costs incurred by Landlord in connection with this Lease (including attorneys attorneys’ fees); and (div) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise default. Provided Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, creditors under the Federal Bankruptcy CodeCode (which is not timely discharged or denied in accordance with Section 22.A(4) of the Lease), then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may may, immediately upon any draw (and without notice to Tenant) ), apply or offset the proceeds of the Letter of Credit: Credit against (a) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (b) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of Tenant’s failure to comply with one or more provisions of this Lease, including any damages arising under section California Civil Code § 1951.2 following termination of this Lease; and (c) against any costs incurred by Landlord in connection with this Lease (including attorneys fees); and (d) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise failure to comply with this Lease. Provided that Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC shall pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay within thirty (30) 45 days after the Final LC Expiration Date Date, the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed provided above; provided, however, that if prior to if, before the Final LC Expiration Date expiration of such 45-day period, a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Federal Bankruptcy Code, then Landlord such payment shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds required 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, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

Use of Proceeds by Landlord. Subject to Section 27.02, the Any unused proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate); provided, however, Landlord agrees to pay any unapplied proceeds to Tenant within thirty (30) and days after the expiration or earlier termination of the Term. Landlord may immediately immediately, upon any draw on the Letter of Credit in accordance with this Section II (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (ai) against any Rent or other amount payable by Tenant under this Lease that is not paid when due; (bii) against all losses and damages that Landlord has sufferedsuffered or that Landlord reasonably estimates that it may suffer as a result of any Default by Tenant under the Lease, including any damages arising under section 1951.2 of the California Civil Code following termination of the Lease; (ciii) against any costs incurred by Landlord in connection with this any Default by Tenant under the Lease (including attorneys attorneys’ fees); and (div) against any other amount that Landlord is owed may spend or become obligated to spend by reason of LandlordTenant’s exercise Default under the Lease. Provided Tenant has performed all of its remedies for Tenant default obligations under this Lease. , Landlord agrees to return the Original Letter of Credit or any Renewal or Replacement LC pay to Tenant, or at Tenant’s written direction, the Issuing Bank or pay Tenant within thirty (30) days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by TenantTenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy CodeCode and amounts remain due under the Lease, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until the earlier of the date either (i) all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or (ii) such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.