FOR ANY AND ALL DAMAGES OF ANY KIND OR NATURE SUSTAINED OR WHICH
LANDLORD REASONABLY ESTIMATES THAT IT WILL SUSTAIN RESULTING FROM TENANT'S
BREACH OR DEFAULT.
THE USE, APPLICATION OR RETENTION OF THE L-C, OR ANY PORTION
THEREOF, BY LANDLORD SHALL NOT PREVENT LANDLORD FROM EXERCISING ANY OTHER RIGHT
OR REMEDY PROVIDED BY THIS LEASE OR BY ANY APPLICABLE LAW, IT BEING INTENDED
THAT LANDLORD SHALL NOT FIRST BE REQUIRED TO PROCEED AGAINST THE L-C, AND SHALL
NOT OPERATE AS A LIMITATION ON ANY RECOVERY TO WHICH LANDLORD MAY OTHERWISE BE
ENTITLED.
TENANT AGREES NOT TO INTERFERE IN ANY WAY WITH PAYMENT TO LANDLORD OF
THE PROCEEDS OF THE L-C, EITHER PRIOR TO OR FOLLOWING A "DRAW" BY LANDLORD OF
ANY PORTION OF THE L-C, REGARDLESS OF WHETHER ANY DISPUTE EXISTS BETWEEN TENANT
AND LANDLORD AS TO LANDLORD'S RIGHT TO DRAW UPON THE L-C.
NO CONDITION OR TERM
OF THIS LEASE SHALL BE DEEMED TO RENDER THE L-C CONDITIONAL TO JUSTIFY THE
ISSUER OF THE L-C IN FAILING TO HONOR A DRAWING UPON SUCH L-C IN A TIMELY
MANNER.
TENANT AGREES AND ACKNOWLEDGES THAT (A) THE L-C CONSTITUTES A SEPARATE
AND INDEPENDENT CONTRACT BETWEEN LANDLORD AND THE BANK, (B) TENANT IS NOT A
THIRD PARTY BENEFICIARY OF SUCH CONTRACT, (C) TENANT HAS NO PROPERTY INTEREST
WHATSOEVER IN THE L-C OR THE PROCEEDS THEREOF, AND (D) IN THE EVENT TENANT
BECOMES A DEBTOR UNDER ANY CHAPTER OF THE BANKRUPTCY CODE, NEITHER TENANT, ANY
TRUSTEE, NOR TENANT'S BANKRUPTCY ESTATE SHALL HAVE ANY RIGHT TO RESTRICT OR
LIMIT LANDLORD'S CLAIM AND/OR RIGHTS TO THE L-C AND/OR THE PROCEEDS THEREOF BY
APPLICATION OF SECTION 502(B)(6) OF THE U. S. BANKRUPTCY CODE OR OTHERWISE.
21.4
TRANSFER OF L-C BY LANDLORD.
THE L-C SHALL ALSO PROVIDE THAT
LANDLORD, ITS SUCCESSORS AND ASSIGNS, MAY, AT ANY TIME AND WITHOUT NOTICE TO
TENANT AND WITHOUT FIRST OBTAINING TENANT'S CONSENT THERETO, TRANSFER (ONE OR
MORE TIMES) ALL OR ANY PORTION OF ITS INTEREST IN AND TO THE L-C TO ANOTHER
PARTY, PERSON OR ENTITY, REGARDLESS OF WHETHER OR NOT SUCH TRANSFER IS SEPARATE
FROM OR AS A PART OF THE ASSIGNMENT BY LANDLORD OF ITS RIGHTS AND INTERESTS IN
AND TO THIS LEASE.
IN THE EVENT OF A TRANSFER OF LANDLORD'S INTEREST IN THE
BUILDING, LANDLORD SHALL TRANSFER THE L-C, IN WHOLE OR IN PART, TO THE
TRANSFEREE AND THEREUPON LANDLORD SHALL, WITHOUT ANY FURTHER AGREEMENT BETWEEN
THE PARTIES, BE RELEASED BY TENANT FROM ALL LIABILITY THEREFOR, AND IT IS AGREED
THAT THE PROVISIONS HEREOF SHALL APPLY TO EVERY TRANSFER OR ASSIGNMENT OF THE
WHOLE OR ANY PORTION OF SAID L-C TO A NEW LANDLORD.
IN CONNECTION WITH ANY SUCH
TRANSFER OF THE L-C BY LANDLORD, TENANT SHALL, [***], EXECUTE AND SUBMIT TO THE
BANK SUCH APPLICATIONS, DOCUMENTS AND INSTRUMENTS AS MAY BE NECESSARY TO
EFFECTUATE SUCH TRANSFER; PROVIDED, HOWEVER, THAT LANDLORD SHALL BE RESPONSIBLE
FOR PAYING THE BANK TRANSFER AND PROCESSING FEES IN CONNECTION THEREWITH UP TO
AN AMOUNT EQUAL TO [***] (THE "L-C TRANSFER CAP") AND TENANT