Common use of Replacement Letter of Credit Clause in Contracts

Replacement Letter of Credit. For purposes hereof, the "Letter of Credit Amount" shall be defined as follows: (i) during the period from the Commencement Date through the 4th anniversary of the Rent Commencement Date, the Letter of Credit Amount shall be Four Million and 00/100 Dollars ($4,000,000.00); (ii) during the period from the 4th anniversary of the Rent Commencement Date through the last day immediately preceding the 5th anniversary of the Rent Commencement Date, the Letter of Credit Amount shall be Three Million and 00/100 Dollars ($3,000,000.00); and (iii) during the period from the 5th anniversary of the Rent Commencement Date through the 6th anniversary of the Rent Commencement Date, the Letter of Credit Amount shall be Two Million and 00/100 Dollars ($2,000,000.00). Provided that no Event of Default has occurred hereunder, commencing with the 4th anniversary of the Rent Commencement Date, concurrent with the expiration of any of the foregoing periods, Tenant may elect to replace the Letter of Credit with a substitute Letter of Credit (the "Substitute Letter of Credit"), which Substitute Letter of Credit shall be in the amount of the Letter of Credit Amount which is applicable during the respective period, and shall in all respects comply with the provisions of this Article 34. Such Substitute Letter of Credit shall be delivered to Landlord on or before the date which is 30 days prior to the then-current expiration date of the Letter of Credit. Upon delivery of the Substitute Letter of Credit by Tenant, (i) the Substitute Letter of Credit shall be deemed to be the "Letter of Credit" for all purposes under this Lease, and (ii) the existing Letter of Credit shall be returned by Landlord to Tenant. In the event that Tenant fails timely to deliver to Landlord a Substitute Letter of Credit, then Landlord may elect, at any time thereafter, to draw down the then-outstanding Letter of Credit and to hold the proceeds thereof in accordance with the provisions of this Article 34. To the extent that Landlord has not previously drawn down the Letter of Credit or applied the proceeds thereof, and provided that no Event of Default has occurred under this Lease, then upon Tenant's request therefor, the amount of such proceeds in excess of the then-applicable Letter of Credit Amount shall be returned to Tenant by Landlord. To the extent that Landlord has not previously drawn upon any Letter of Credit held by Landlord, and provided that no Event of Default has occurred under this Lease, then after the sixth anniversary of the Rent Commencement Date, promptly after receipt of Tenant's request therefor, the then-outstanding Letter of Credit shall be returned to Tenant by Landlord.

Replacement Letter of Credit. For purposes hereof, the "Letter of Credit Amount" shall be defined as follows: (i) during the period from the Commencement Date through the 4th anniversary of the Rent Commencement Date, If the Letter of Credit Amount shall be Four Million and 00/100 Dollars ($4,000,000.00); (ii) during the period from the 4th anniversary or any letter of the Rent Commencement Date through the last day immediately preceding the 5th anniversary of the Rent Commencement Date, the Letter of Credit Amount shall be Three Million and 00/100 Dollars ($3,000,000.00); and (iii) during the period from the 5th anniversary of the Rent Commencement Date through the 6th anniversary of the Rent Commencement Date, the Letter of Credit Amount shall be Two Million and 00/100 Dollars ($2,000,000.00). Provided that no Event of Default has occurred hereunder, commencing with the 4th anniversary of the Rent Commencement Date, concurrent with the expiration of any of the foregoing periods, Tenant may elect to replace the Letter of Credit with a substitute Letter of Credit (the "Substitute Letter of Credit"), which Substitute Letter of Credit shall be credit issued in the amount replacement of the Letter of Credit Amount which is applicable during or in replacement of a replacement for the respective period, and shall in all respects comply with the provisions of this Article 34. Such Substitute Letter of Credit shall be delivered to Landlord on (any such replacement, a "REPLACEMENT LETTER OF CREDIT"), has an expiration date sooner than the Latest Letter of Credit Date, and such Letter of Credit or before the date which Replacement Letter of Credit is 30 not renewed at least sixty (60) days prior to its expiration date, the then-current expiration date of Lender shall have the Letter of Credit. Upon delivery of the Substitute right to draw upon such Letter of Credit by Tenant, (i) the Substitute Letter of Credit shall be deemed to be the "Letter of Credit" for all purposes under this Lease, and (ii) the existing Letter of Credit shall be returned by Landlord to Tenant. In the event that Tenant fails timely to deliver to Landlord a Substitute Letter of Credit, then Landlord may elect, at any time thereafter, to draw down the then-outstanding or Replacement Letter of Credit and to hold use the proceeds thereof to purchase a certificate of deposit in accordance with the provisions name of this Article 34Assuming Party. To The maturity date of the extent that Landlord has not previously drawn down certificate of deposit shall extend until three years PLUS 180 days (or if the Letter Loan is extended or renewed by the Bank, until 180 days after THE FIRST TO OCCUR OF (I) five years following the date on which the Loan is initially funded or (II) the extended or renewal maturity date). The Lender shall retain possession of Credit or applied the proceeds thereofsuch certificate of deposit, and provided that no Event such certificate of Default has occurred deposit shall thereby be pledged to the Lender to secure the obligations of Assuming Party for the Assumed Indebtedness and otherwise under this LeaseAgreement. Assuming Party shall execute and deliver to the Lender a certificate of deposit pledge agreement on terms and conditions acceptable to the Lender, then upon Tenant's request thereforin the exercise of its sole discretion, to evidence further the amount of such proceeds in excess pledge of the then-applicable Letter certificate of Credit Amount deposit to secure those obligations. Assuming Party agrees that its undertaking to sign such a certificate of deposit pledge agreement is specifically enforceable. The failure of the Lender to propose and/or of Assuming Party to sign such a certificate of deposit pledge agreement shall be returned not prevent the certificate of deposit from having been pledged to Tenant by Landlord. To the extent that Landlord has not previously drawn upon any Letter Lender as collateral for the obligations of Credit held by Landlord, Assuming Party for the Assumed Indebtedness and provided that no Event of Default has occurred otherwise under this LeaseAgreement. Assuming Party further agrees to sign such additional documents and instruments as the Lender may request from time to time to more fully create, then after perfect, continue, maintain, or terminate the sixth anniversary Lender's security interest in the certificate of deposit intended to be created in this Agreement and/or the Rent Commencement Date, promptly after receipt certificate of Tenant's request therefor, the then-outstanding Letter of Credit shall be returned to Tenant by Landlorddeposit pledge agreement.

Replacement Letter of Credit. For purposes hereofNotwithstanding anything to the contrary in this Lease, if at any time the "Letter of Credit Amount" shall be defined as follows: Issuer Requirements are not met, or if the financial condition of such issuer changes in any other materially adverse way, then Tenant shall, within thirty (i30) during days after written notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the period from the Commencement Date through the 4th anniversary requirements of the Rent Commencement Datethis Lease, including without limitation, the Letter of Credit Amount shall be Four Million and 00/100 Dollars ($4,000,000.00); (ii) during Issuer Requirements. In the period from the 4th anniversary of the Rent Commencement Date through the last day immediately preceding the 5th anniversary of the Rent Commencement Date, the Letter of Credit Amount shall be Three Million and 00/100 Dollars ($3,000,000.00); and (iii) during the period from the 5th anniversary of the Rent Commencement Date through the 6th anniversary of the Rent Commencement Date, the Letter of Credit Amount shall be Two Million and 00/100 Dollars ($2,000,000.00). Provided that no Event of Default has occurred hereunder, commencing with the 4th anniversary of the Rent Commencement Date, concurrent with the expiration of any of the foregoing periods, event Tenant may elect fails to replace the Letter of Credit with a substitute Letter of Credit (the "Substitute Letter of Credit"), which Substitute Letter of Credit shall be in the amount of and satisfy the Letter of Credit Amount which is applicable during the respective Issuer Requirements within such 30-day period, Landlord shall provide Tenant with a second written notice therefor and shall in all respects comply with the provisions of this Article 34. Such Substitute Tenant’s failure to deliver such replacement Letter of Credit shall be delivered to Landlord on within five (5) business days of delivery of such second notice shall constitute an incurable default by Tenant. In addition and without limiting the generality of the foregoing, if the issuer of any letter of credit held by Landlord is insolvent or before is placed in receivership or conservatorship by the Federal Deposit Insurance Corporation, or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for the issuer then, effective as of the date which is 30 days prior to the then-current expiration date of the Letter of Credit. Upon delivery of the Substitute Letter of Credit by Tenantsuch occurrence, (i) the Substitute said Letter of Credit shall be deemed to be not meet the "requirements of this Article and Tenant shall, within thirty (30) days after written notice from Landlord, deliver to Landlord a replacement Letter of Credit" for all purposes under Credit which otherwise meets the requirements of this LeaseArticle and that meets the Letter of Credit Issuer Requirements (and Tenant’s failure to do so within such 30-day period, Landlord shall provide Tenant with a written notice therefor and if Tenant fails to deliver such replacement Letter of Credit to Landlord within five (ii5) business days of delivery of Landlord’s notice shall, notwithstanding anything in this Article or the other terms and provisions of this Lease to the contrary, constitute an incurable default by Tenant. In addition, Tenant shall have the right to independently elect to replace any existing Letter of Credit shall be returned by Landlord to Tenant. In with a new Letter of Credit if the event that Tenant fails timely to deliver to Landlord a Substitute new Letter of Credit, then Landlord may elect, : (1) Becomes effective at any time thereafter, to draw down the then-outstanding Letter least thirty (30) days before expiration of Credit and to hold the proceeds thereof in accordance with the provisions of this Article 34. To the extent that Landlord has not previously drawn down the Letter of Credit or applied that it replaces; (2) is in the proceeds thereof, and provided that no Event of Default has occurred under this Lease, then upon Tenant's request therefor, the amount of such proceeds in excess of the then-applicable Letter of Credit Amount shall be returned to Tenant Amount, as such amount may have been reduced as set forth under Section 5(b)(i) of this Lease; (3) is issued by Landlord. To a bank complying with the extent that Landlord has not previously drawn upon any Letter of Credit held by LandlordIssuer Requirements, and provided that no Event (4) otherwise complies with the requirements of Default has occurred under this Lease, then after the sixth anniversary of the Rent Commencement Date, promptly after receipt of Tenant's request therefor, the then-outstanding Letter of Credit shall be returned to Tenant by LandlordArticle.

Replacement Letter of Credit. For purposes hereof, If Landlord or the "Letter Beneficiary uses any portion of Credit Amount" shall be defined as follows: (i) during the period from the Commencement Date through the 4th anniversary of the Rent Commencement Date, the Letter of Credit Amount to cure any default by Tenant hereunder pursuant to clauses (A) and/or (B) of Section 32(c), Landlord shall be Four Million so inform Tenant in writing and 00/100 Dollars ($4,000,000.00); (ii) during the period from the 4th anniversary of the Rent Commencement Date through the last day immediately preceding the 5th anniversary of the Rent Commencement Datemay, at its election, require that Tenant restore the Letter of Credit to the then-current LC Amount shall be Three Million (whether by an amendment to the existing Letter of Credit or by a replacement or supplemental Letter of Credit in the form and 00/100 Dollars content specified above for the original Letter of Credit). Within ten ($3,000,000.00); and (iii10) during the period from the 5th anniversary Business Days of the Rent Commencement Date through receipt by Tenant of such a notice from Landlord, Tenant shall provide such amendment or replacement or supplemental Letter of Credit to Landlord. Tenant’s failure to provide such amendment or replacement or supplemental Letter of Credit shall constitute a Tenant Default without the 6th anniversary necessity of the Rent Commencement Date, further notice or opportunity to cure. Any cash proceeds resulting from a draw upon the Letter of Credit Amount pursuant to clauses (C), (D), (E) or (F) of Section 32(c) shall be Two Million held by Landlord and 00/100 Dollars ($2,000,000.00). Provided applied by Landlord against any Rent payable by Tenant under this Lease that no Event of Default is not paid when due, and/or to pay for all losses and damages that Landlord has occurred hereundersuffered, commencing with the 4th anniversary including without limitation amounts provided to Landlord pursuant to Section 1951.2 of the Rent Commencement DateCalifornia Civil Code, concurrent with the expiration 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 foregoing periodsproceeds from any such draw, Tenant and (B) such proceeds shall not be deemed to be or treated as a “security deposit” under the Security Deposit Laws, and (ii) waives all rights, duties and obligations either party may elect now or, in the future, will have relating to replace or arising from the Security Deposit Laws. Landlord agrees that the amount of any proceeds of the Letter of Credit with 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 (including without limitation amounts provided to Landlord pursuant to Section 1951.2 of the California Civil Code) as a substitute 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 Letter of Credit (in the "Substitute Letter of Credit")full LC Amount, which Substitute replacement Letter of Credit shall comply in all respects with the requirements of this Section 32, or (y) within sixty (60) days after the Expiration Date; provided, however, that if prior to the 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 Letter of Credit Amount which is applicable during the respective period, and shall in Unused L-C Proceeds until either all respects comply with the provisions of this Article 34. Such Substitute Letter of Credit shall be delivered preference issues relating to Landlord on or before the date which is 30 days prior to the then-current expiration date of the Letter of Credit. Upon delivery of the Substitute Letter of Credit by Tenant, (i) the Substitute Letter of Credit shall be deemed to be the "Letter of Credit" for all purposes payments under this Lease, and (ii) the existing Letter of Credit shall be returned by Landlord to Tenant. In the event that Tenant fails timely to deliver to Landlord a Substitute Letter of Credit, then Landlord may elect, at any time thereafter, to draw down the then-outstanding Letter of Credit and to hold the proceeds thereof Lease have been resolved in accordance with the provisions of this Article 34. To the extent that Landlord such bankruptcy or reorganization case or such bankruptcy or reorganization case has not previously drawn down the Letter of Credit or applied the proceeds thereof, and provided that no Event of Default has occurred under this Lease, then upon Tenant's request therefor, the amount of such proceeds in excess of the then-applicable Letter of Credit Amount shall be returned to Tenant by Landlord. To the extent that Landlord has not previously drawn upon any Letter of Credit held by Landlord, and provided that no Event of Default has occurred under this Lease, then after the sixth anniversary of the Rent Commencement Date, promptly after receipt of Tenant's request therefor, the then-outstanding Letter of Credit shall be returned to Tenant by Landlordbeen dismissed.

Replacement Letter of Credit. For purposes hereofBuyer shall use its best efforts to cause as promptly as practical following Closing the termination of the Letters of Credit in full discharge and release of any and all obligations or Liability of Xxxxxx Xxxxxxxx Retail Partners, LLC and its Affiliates thereunder. Notwithstanding any other provision of this Agreement to the "contrary, prior to such termination of the Letters of Credit, Buyer shall (a) keep and maintain the Replacement Letter of Credit Amount" shall be defined as follows: in full force and effect at all times, (ib) during cause the period from prompt payment of funds under the Commencement Date through the 4th anniversary of the Rent Commencement Date, the Replacement Letter of Credit Amount shall be Four Million and 00/100 Dollars ($4,000,000.00); (ii) during immediately upon any drawing under the period from the 4th anniversary of the Rent Commencement Date through the last day immediately preceding the 5th anniversary of the Rent Commencement Date, the Letter Letters of Credit Amount shall be Three Million and 00/100 Dollars ($3,000,000.00); and (iii) during the period from the 5th anniversary of the Rent Commencement Date through the 6th anniversary of the Rent Commencement Date, the Letter of Credit Amount shall be Two Million and 00/100 Dollars ($2,000,000.00). Provided that no Event of Default has occurred hereunder, commencing with the 4th anniversary of the Rent Commencement Date, concurrent with the expiration of any of the foregoing periods, Tenant may elect to replace the Letter of Credit with a substitute Letter of Credit (the "Substitute Letter of Credit"), which Substitute Letter of Credit shall be in the amount of such drawing and (c) immediately upon demand pay and reimburse to Xxxxxx Xxxxxxxx Retail Partners, LLC (without offset or deduction), by wire transfer of immediately available funds, any amounts drawn under the Letters of Credit if and to the extent not then immediately available to Xxxxxx Xxxxxxxx Retail Partners, LLC under the Replacement Letter Credit (it being understood and agreed, for the avoidance of doubt, that in no event shall Seller or Xxxxxx Xxxxxxxx Retail Partners, LLC be entitled to draw funds under the Replacement Letter of Credit Amount in respect of any drawing under the Letters of Credit for which is applicable during and to the respective periodextent Buyer has previously paid and reimbursed Seller pursuant to this Section 6.7) and any costs, fees or expenses (including attorneys’ and shall other third parties’ costs, fees and expenses) related to the collection or enforcement, or any delay in all respects comply with performance, of any payment obligation under the provisions of this Article 34. Such Substitute Replacement Letter of Credit shall be delivered to Landlord on or before the date which is 30 days prior to the then-current expiration date this Section 6.7. Upon termination in accordance with this Section 6.7, or expiration, of the any Letter of Credit. Upon delivery , Seller shall reasonably cooperate with Buyer, at Buyer’s sole cost and expense, to reduce the face amount of the Substitute Replacement Letter of Credit by Tenantthe amount by which the aggregate face amount of the Letters of Credit, (i) taken as a whole, was reduced by virtue of such termination. Seller shall return to Buyer the Substitute Replacement Letter of Credit shall be deemed to be the "Letter of Credit" for all purposes under this Lease, and (ii) the existing Letter of Credit shall be returned by Landlord to Tenant. In the event that Tenant fails timely to deliver to Landlord a Substitute Letter of Credit, then Landlord may elect, at any time thereafter, to draw down the then-outstanding Letter of Credit and to hold the proceeds thereof upon termination in accordance with this Section 6.7, or expiration, of all the provisions Letters of this Article 34. To the extent that Landlord has not previously drawn down the Letter of Credit or applied the proceeds thereof, and provided that no Event of Default has occurred under this Lease, then upon Tenant's request therefor, the amount of such proceeds in excess of the then-applicable Letter of Credit Amount shall be returned to Tenant by Landlord. To the extent that Landlord has not previously drawn upon any Letter of Credit held by Landlord, and provided that no Event of Default has occurred under this Lease, then after the sixth anniversary of the Rent Commencement Date, promptly after receipt of Tenant's request therefor, the then-outstanding Letter of Credit shall be returned to Tenant by LandlordCredit.