ONE
TIME).
FAILURE BY TENANT TO DELIVER ANY REPLACEMENT LETTER OF CREDIT AS
REQUIRED ABOVE SHALL ENTITLE LANDLORD TO IMMEDIATELY DRAW UPON THE OUTSTANDING
LETTER OF CREDIT, AND TO RETAIN THE ENTIRE PROCEEDS THEREOF FOR APPLICATION AS
THE SECURITY DEPOSIT UNDER THIS LEASE PURSUANT TO SECTION 11.2(D) BELOW
(PROVIDED THAT TENANT SHALL THEREAFTER CONTINUE TO HAVE THE RIGHT TO SUBSTITUTE
A LETTER OF CREDIT FOR SUCH CASH SECURITY DEPOSIT THEN BEING HELD BY LANDLORD,
IN ACCORDANCE WITH THE REQUIREMENTS OF THIS SECTION 11.2).
(D)
IN THE EVENT LANDLORD DRAWS UPON THE LETTER OF CREDIT AND AS A
RESULT THEREOF LANDLORD, AT ANY TIME THEREAFTER, IS HOLDING A CASH SECURITY
DEPOSIT IN LIEU OF ALL OR ANY PORTION OF THE LETTER OF CREDIT, THEN SUCH CASH
SECURITY DEPOSIT SHALL BE HELD IN ACCORDANCE WITH THE PROVISIONS OF SECTION 11.1
ABOVE, AND WITHIN FIVE (5) BUSINESS DAYS AFTER SUCH DRAW TENANT
F-26
MAY, AT TENANT'S OPTION, PROVIDE LANDLORD WITH A REPLACEMENT LETTER OF CREDIT IN
THE FULL AMOUNT OF THE LETTER OF CREDIT PORTION OF THE SECURITY DEPOSIT, AT
WHICH TIME LANDLORD SHALL RETURN TO TENANT ANY CASH SECURITY DEPOSIT THEN HELD
BY LANDLORD IN LIEU OF ALL OR ANY PORTION OF THE LETTER OF CREDIT.
TENANT SHALL
ALSO HAVE THE RIGHT, AT ALL TIMES THAT LANDLORD IS HOLDING THE CASH PORTION OF
THE SECURITY DEPOSIT, TO SUBSTITUTE A LETTER OF CREDIT THEREFOR.
(E)
UPON REQUEST OF LANDLORD OR ANY PROSPECTIVE PURCHASER OR MORTGAGEE
OF THE BUILDING, TENANT SHALL, AT ITS EXPENSE, COOPERATE WITH LANDLORD IN
OBTAINING AN AMENDMENT TO OR REPLACEMENT OF ANY LETTER OF CREDIT WHICH LANDLORD
IS THEN HOLDING, SO THAT THE AMENDED OR NEW LETTER OF CREDIT REFLECTS THE NAME
OF THE NEW OWNER AND/OR MORTGAGEE OF THE BUILDING.
11.3
NOTHING HEREIN SHALL BE CONSTRUED TO LIMIT THE AMOUNT OF DAMAGES
RECOVERABLE BY LANDLORD, IT BEING SPECIFICALLY AGREED THAT THE SECURITY DEPOSIT
(WHETHER IN THE FORM OF CASH OR THE LETTER OF CREDIT) SHALL NOT BE DEEMED
LIQUIDATED DAMAGES IN THE EVENT OF A DEFAULT BY TENANT UNDER THIS LEASE, NOR
SHALL ANYTHING HEREIN LIMIT ANY OTHER REMEDY LANDLORD MAY HAVE IN ADDITION TO
THE RIGHT TO APPLY ALL OR ANY PORTION OF THE CASH SECURITY DEPOSIT, (OR TO DRAW
DOWN UPON THE LETTER OF CREDIT, AS APPLICABLE).
TENANT SHALL NOT ASSIGN, PLEDGE
OR ENCUMBER OR ATTEMPT TO ASSIGN, PLEDGE OR ENCUMBER ANY PORTION OF THE SECURITY
DEPOSIT, AND NEITHER LANDLORD NOR ITS SUCCESSORS OR ASSIGNS SHALL BE BOUND BY
ANY SUCH ASSIGNMENT, PLEDGE OR ENCUMBRANCE, OR ANY SUCH ATTEMPTED ASSIGNMENT,
PLEDGE OR ENCUMBRANCE.
11.4
IF LANDLORD TRANSFERS THE CASH SECURITY DEPOSIT OR LETTER OF CREDIT
TO ANY PURCHASER OR OTHER TRANSFEREE OF LANDLORD'S INTEREST IN THE BUILDING,
THEN TENANT SHALL LOOK ONLY TO SUCH PURCHASER OR TRANSFEREE FOR THE RETURN
THEREOF, AND LANDLORD SHALL BE RELEASED FROM ALL LIABILITY TO TENANT FOR THE
RETURN OF SUCH SECURITY DEPOSIT OR LETTER OF CREDIT.
ARTICLE XII
LANDLORD'S INSPECTION OF AND ACCESS TO THE PREMISES
12.1
TENANT SHALL PERMIT