SHALL BE
RESPONSIBLE FOR PAYING THE BANK'S TRANSFER AND PROCESSING FEES IN EXCESS OF THE
L-C TRANSFER CAP.
21.5
L-C NOT A SECURITY DEPOSIT.
LANDLORD AND TENANT ACKNOWLEDGE AND
AGREE THAT IN NO EVENT OR CIRCUMSTANCE SHALL THE L-C OR ANY RENEWAL THEREOF OR
ANY PROCEEDS THEREOF BE (I) DEEMED TO BE OR TREATED AS A "SECURITY DEPOSIT"
WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1950.7, (II) SUBJECT TO THE
TERMS OF SUCH SECTION 1950.7, OR (III) INTENDED TO SERVE AS A "SECURITY DEPOSIT"
WITHIN THE MEANING OF SUCH SECTION 1950.7.
THE PARTIES HERETO (A) RECITE THAT
THE L-C IS NOT INTENDED TO SERVE AS A SECURITY DEPOSIT AND SUCH SECTION 1950.7
AND ANY AND ALL OTHER LAWS, RULES AND REGULATIONS APPLICABLE TO SECURITY
DEPOSITS IN THE COMMERCIAL CONTEXT ("SECURITY DEPOSIT LAWS") SHALL HAVE NO
APPLICABILITY OR RELEVANCY THERETO AND (B) WAIVE ANY AND ALL RIGHTS, DUTIES AND
OBLIGATIONS EITHER PARTY MAY NOW OR, IN THE FUTURE, WILL HAVE RELATING TO OR
ARISING FROM THE SECURITY DEPOSIT LAWS.
MOREOVER, IN CONNECTION WITH TENANT'S
WAIVER OF THE SECURITY DEPOSIT LAWS, WHICH EITHER (I) ESTABLISH THE TIME FRAME
CONCERNING THE ACTIONS TO BE
51
*** CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION.
TAKEN BY LANDLORD WITH REGARD TO APPLYING FUNDS DRAWN FROM A LETTER OF CREDIT,
OR (II) PROVIDE THAT A LANDLORD MAY APPLY FUNDS SO DRAWN FROM A LETTER OF CREDIT
ONLY TO THE EXTENT REASONABLY NECESSARY TO REMEDY DEFAULTS IN THE PAYMENT OF
RENT, TO REPAIR DAMAGE CAUSED BY A TENANT OR TO CLEAN THE SUBJECT PREMISES, THE
PARTIES INSTEAD ACKNOWLEDGE AND AGREE THAT (A) ANY SUCH STATUTORY TIME FRAMES
ARE SUPERSEDED BY THE TERMS OF THIS ARTICLE 21, AND (B) RATHER THAN BE SO
LIMITED, LANDLORD MAY APPLY FROM FUNDS DRAWN DOWN FROM THE LETTER OF CREDIT
(I) ANY SUMS EXPRESSLY IDENTIFIED IN THIS ARTICLE 21, ABOVE, AND (II) ANY
ADDITIONAL SUMS REASONABLY NECESSARY TO COMPENSATE LANDLORD FOR ANY LOSS OR
DAMAGE CAUSED BY TENANT'S DEFAULT OF THIS LEASE, INCLUDING, BUT NOT LIMITED TO,
ALL DAMAGES OR RENT DUE UPON TERMINATION OF THIS LEASE PURSUANT TO
SECTION 1951.2 OF THE CALIFORNIA CIVIL CODE.
ARTICLE 22
SUBSTITUTION OF OTHER PREMISES
At any time following the first anniversary of the Lease Commencement Date, upon
no less than [***] notice to Tenant, Landlord shall have the one-time right to
move Tenant to other space located on the fourth (4th) or sixth (6th) floors of
the Building (the "Replacement Premises"), and all terms hereof shall apply to
the new space with equal force; provided, however, with regard thereto, (i) the
size of such Replacement Premises shall be at least [***] of the size of the
then-existing Premises, (ii) such Replacement Premises shall have substantially
the same perimeter configuration as the Premises, (iii) such Replacement
Premises shall have direct access to the interior elevator lobby, (iv) such
Replacement Premises shall be contiguous, and (v) all of the terms of this Lease
shall apply to the