LC Exposure Determination. Unless otherwise specified herein, the amount of any Letter of Credit at any time shall be deemed to be the Dollar Amount of the stated amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases in the available amount thereof, the amount of such Letter of Credit at any time shall be deemed to be the Dollar Amount of the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.

LC Exposure Reduction. In the event that on any Revaluation Date (after giving effect to the determination of the LC Exposure) the LC Exposure exceeds ​, the Borrower shall, within five (5) Business Days of receipt of notice from the Administrative Agent, reduce the LC Exposure (taking the Dollar Equivalent of any amounts in an Alternate Currency), in an aggregate amount sufficient to reduce such LC Exposure as of the date of such payment to an amount not to exceed ​ by cash collateralizing the LC Exposure (in accordance with [Section 2.06(j)]) or “backstopping” or replacing of such Letters of Credit, in each case, in an amount equal to 103% of such excess LC Exposure.

LC Collateral Account. Each Borrower agrees that it will establish on the Revolving Facility Termination Date (or on such earlier date as may be required pursuant to [Section 8.1]), and thereafter maintain so long as any Letter of Credit issued for the account of such Borrower is outstanding or any amount is payable to any Issuer or the Revolving Lenders in respect of any such Letter of Credit, a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (each an “LC Collateral Account”) at the Administrative Agent’s office at the address specified pursuant to [Article XIII], in the name of such Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Revolving Lenders, and in which such Borrower shall have no interest other than as set forth in [Section 8.1]. Each Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Revolving Lenders and the Issuers, a security interest in all of such Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the applicable LC Collateral Account, to secure the prompt and complete payment and performance of the Obligations of such Borrower. The Administrative Agent will invest any funds on deposit from time to time in any LC Collateral Account in certificates of deposit of JPMCB having a maturity not exceeding 30 days. If funds are deposited in an LC Collateral Account pursuant to [[Section 2.7.3 or 2.7.4]4]]4] and the provisions of [Section 8.1] are not applicable, then the Administrative Agent shall release from the LC Collateral Account to the applicable Borrower, upon the expiration or termination of, or any reduction in the amount available under, any applicable Letter of Credit, an amount equal to the excess (if any) of all funds in such LC Collateral Account over the LC Exposure with respect to such Borrower.

LC Facility Fees Borrowers shall pay # to Agent, for the Pro Rata benefit of Lenders, a fee equal to the Applicable Margin in effect for LIBOR Loans times the average daily stated amount of Letters of Credit, which fee shall be calculated and payable quarterly in arrears, on the first day of each Fiscal Quarter; # to Agent, for its own account, a fronting fee equal to 0.125% per annum computed on the stated amount of each Letter of Credit, which fee shall be payable quarterly in arrears, on the first day of each Fiscal Quarter; and # to Issuing Bank, for its own account, all customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Letters of Credit, which charges shall be paid as and when incurred. During an Event of Default, the fee payable under [clause (a)] shall be increased by 2% per annum.

Handling Charges. In the event that any check, draft, or other instrument of payment given by Tenant to Landlord is dishonored or returned for any reason, Tenant shall pay to Landlord the sum of ​ in addition to any Late Charge under the Lease and Landlord, at its option, may require all future Rent be paid by automatic direct deposit, cashier’s check or certified funds. Payments will be applied first to accrued Late Charges and attorney’s fees (if any), second to accrued interest, then to Base Rent and Operating Expenses, and any remaining amount to any other outstanding charges or costs. The acceptance of Late Charges and returned check charges by Landlord will not constitute a waiver of Default nor any other rights or remedies of Landlord.

LATE CHARGES. If any installment of Rent or any other sum due from Tenant shall not be received by Landlord or Landlord's designee within five (5) business days after Tenant's receipt of written notice from Landlord that said amount is due, then Tenant shall pay to Landlord a late charge equal to five percent (5%) of the overdue amount plus any reasonable attorneys' fees incurred by Landlord by reason of Tenant's failure to pay Rent and/or other charges when due hereunder. The late charge shall be deemed Additional Rent and the right to require it shall be in addition to all of Landlord's other rights and remedies hereunder or at law and shall not be construed as liquidated damages or as limiting Landlord's remedies in any manner. In addition to the late charge described above, any Rent or other amounts owing hereunder which are not paid within ten (10) days after the date they are due shall bear interest from the date when due until paid at a rate per annum equal to the lesser of # the annual "Bank Prime Loan" rate cited in the Federal Reserve Statistical Release Publication ​(415), published on the first Tuesday of each calendar month (or such other comparable index as Landlord and Tenant shall reasonably agree upon if such rate ceases to be published) plus four (4) percentage points, and # the highest rate permitted by Applicable Law.

In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under Applicable Law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under Applicable Law, such excess amount shall be first applied to any unpaid principal balance owed by ​, and if the then remaining excess amount is greater than the previously unpaid principal balance, Lenders shall promptly refund such excess amount to ​ and the provisions hereof shall be deemed amended to provide for such permissible rate.

Other Charges. The Borrowers fail to pay any other charges, expenses or other monetary obligations owing to any Lender or the Administrative Agent arising out of or incurred in connection with this Agreement or any other Loan Document within five days after notice that such payment was not made when due or demanded, as applicable;.

Utility Charges. Tenant shall pay, upon demand, for all utilities furnished to the Premises, or if not separately billed to or metered to Tenant, Tenant’s Proportionate Share of all charges jointly serving the Project in accordance with Paragraph 7. All sums payable under this Paragraph 15 shall constitute Additional Rent hereunder.

Restructuring Charges. Adjusted Cash Flow for the last fiscal year of the Performance Period shall be adjusted to eliminate the impact of any restructuring charges and exit-related activities announced by the Company during the last six months of the Performance Period.