Common use of Cash Security Clause in Contracts

Cash Security. 22.3.1 If Bluewater Energy has provided cash security under clause 22.1.1(b)(iii) or clause 22.2, Bluewater Energy and the Lessor agree that they shall, without obligation, discuss in good faith for a period not exceeding thirty days the possibility of substituting an alternative form of Additional Security for such cash security. 22.3.2 It is acknowledged that the Initial L/C Bank has insisted upon having the right, in certain contractually specified circumstances (which are only expected to arise exceptionally), to make payment under the Initial Letter of Credit prior to any demand being made thereunder by the Lessor. In order to assist PPC in reorganising the security arrangements in these circumstances, the Lessor hereby agrees that during the Primary Period only and for so long as no Termination Event has occurred which is continuing, the moneys payable under the Initial Letter of Credit (or under any Supplemental Letter of Credit or Replacement Letter of Credit if such circumstances may arise thereunder) in such exceptional circumstances (the "Enforced Payment") shall be paid to the Contingency Account which shall earn interest at LIBID from the date of such deposit until the next Adjustment Date and thereafter from Adjustment Date to Adjustment Date and which shall, subject to clause 22.3.3, constitute acceptable Additional Security for a period (the "Holding Period") ending on the first Adjustment Date falling at least twenty (20) Business Days after the date upon which the Enforced Payment is credited to the Contingency Account. 22.3.3 If an Enforced Payment is made into the Contingency Account at any time, PPC shall on an Adjustment Date during the Holding Period, provide to the Lessor either a Letter of Credit or Additional Security (other than cash) which has, in either case, a Value for the Adjustment Date at least equal to the Termination Requirement for that Adjustment Date. The Lessor agrees that it will release moneys standing to the credit of the Contingency Account (provided that no Termination Event has occurred which is continuing and less any Broken Funding Costs) against the provision of such Additional Security acceptable to the Lessor and shall give such instructions as shall be required in order to permit such release.

Cash Security. 22.3.1 If Bluewater Energy has provided cash security under clause 22.1.1(b)(iii) or clause 22.2Upon the occurrence of a Default by Tenant in respect of any of the terms, Bluewater Energy provisions, covenants and conditions of this Lease beyond notice and the Lessor agree expiration of any applicable cure periods (except to the extent that they shall, without obligation, discuss in good faith for a period such notice and cure periods are not exceeding thirty days applicable pursuant to Section 6.02 hereof) and Landlord utilizes all or any part of the possibility of substituting an alternative form of Additional Security for such cash security. 22.3.2 It is acknowledged that security represented by the Initial L/C Bank has insisted upon having the right, in certain contractually specified circumstances (which are only expected to arise exceptionally), to make payment under the Initial Letter of Credit prior but does not terminate this Lease as provided in Article 18 hereof, Landlord may, in addition to any demand being made thereunder by exercising its rights as provided in Section 6.02 hereof, retain the Lessor. In order to assist PPC in reorganising unapplied and unused balance of the security arrangements in these circumstances, portion of the Lessor hereby agrees that during the Primary Period only and for so long as no Termination Event has occurred which is continuing, the moneys payable under the Initial Letter of Credit drawn down by Landlord (herein called the “Cash Security”) as security for the faithful performance and observance by Tenant thereafter of the terms, provisions, and conditions of this Lease, and may use, apply, or under retain the whole or any Supplemental part of said Cash Security to the extent required for payment of Base Rent, Additional Rent, or any other sum as to which Tenant is in Default or for any sum which Landlord may expend or be required to expend by reason of Tenant’s Default in respect of any of the terms, covenants, and conditions of this Lease. In the event Landlord uses, applies or retains any portion or all of the proceeds of the Letter of Credit, Tenant shall forthwith within 5 Business Days of demand by Landlord restore the amount so used, applied or retained (at Landlord’s option, either by the deposit with Landlord of cash or the provision of a replacement Letter of Credit) so that at all times the amount of the amount represented by the Letter of Credit or Replacement Letter of Credit and the Cash Security (if such circumstances may arise thereunder) in such exceptional circumstances (the "Enforced Payment"any) shall be paid to not less than the Contingency Account amount of collateral, required by Section 6.01 hereof, failing which Tenant shall earn interest at LIBID from be in Default of its obligations under this Article 6 and Landlord shall have the date of such deposit until the next Adjustment Date same rights and thereafter from Adjustment Date to Adjustment Date and which shall, subject to clause 22.3.3, constitute acceptable Additional Security for a period (the "Holding Period") ending on the first Adjustment Date falling at least twenty (20) Business Days after the date upon which the Enforced Payment is credited to the Contingency Account. 22.3.3 If an Enforced Payment is made into the Contingency Account at any time, PPC shall on an Adjustment Date during the Holding Period, provide to the Lessor either a Letter of Credit or Additional Security (other than cash) which has, in either case, a Value remedies as for the Adjustment Date at least equal to non-payment of Base Rent beyond the Termination Requirement for that Adjustment Date. The Lessor agrees that it will release moneys standing to the credit of the Contingency Account (provided that no Termination Event has occurred which is continuing and less any Broken Funding Costs) against the provision of such Additional Security acceptable to the Lessor and shall give such instructions as shall be required in order to permit such releaseapplicable grace period.

Cash Security. 22.3.1 If Bluewater Energy has provided At any time following the full execution of this Amendment Tenant shall have the right to deposit a cash security deposit (the “Security Deposit”) in lieu of the LC, in the then current LC Stated Amount, which amount shall be subject to reduction as and when the LC Stated Amount would have otherwise been reduced in accordance with the terms of Section 6(b) of the Office Lease (as amended by Section 13.2, above). Landlord will reasonably cooperate with Tenant to cause the LC to be returned to Tenant upon Landlord’s receipt of the Security Deposit. The Security Deposit shall be held by Landlord as security for the faithful performance by Tenant of all of its obligations under clause 22.1.1(b)(iii) the Lease, as hereby amended. If Tenant defaults with respect to any provisions of the Lease, as hereby amended, Landlord may, without notice to Tenant, but shall not be required to apply all or clause 22.2, Bluewater Energy any part of the Security Deposit for the payment of any Rent or any other sum in default and the Lessor agree that they Tenant shall, without obligationupon demand therefor, discuss restore the Security Deposit to its original amount. Any unapplied portion of the Security Deposit shall be returned to Tenant, or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder, within forty-five (45) days following the expiration of the Lease. Tenant shall not be entitled to any interest on the Security Deposit. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, or any successor statute and all other provisions of law, now or hereafter in good faith for effect, which (i) establish the time frame by which a period not exceeding thirty days landlord must refund a security deposit under a lease, and/or (ii) provide that a landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the possibility payment of substituting an alternative form of Additional Security for such cash security. 22.3.2 It is acknowledged rent, to repair damage caused by a tenant or to clean the premises, it being agreed that the Initial L/C Bank has insisted upon having the rightLandlord may, in certain contractually addition, claim those sums specified circumstances (which are only expected in this Section above and/or those sums reasonably necessary to arise exceptionally)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 make payment under the Initial Letter of Credit prior to any demand being made thereunder by the Lessor. In order to assist PPC in reorganising the security arrangements in these circumstances, the Lessor hereby agrees that during the Primary Period only and for so long as no Termination Event has occurred which is continuing, the moneys payable under the Initial Letter of Credit (or under any Supplemental Letter of Credit or Replacement Letter of Credit if such circumstances may arise thereunder) in such exceptional circumstances (the "Enforced Payment") shall be paid to the Contingency Account which shall earn interest at LIBID from the date of such deposit until the next Adjustment Date and thereafter from Adjustment Date to Adjustment Date and which shall, subject to clause 22.3.3, constitute acceptable Additional Security for a period (the "Holding Period") ending on the first Adjustment Date falling at least twenty (20) Business Days after the date upon which the Enforced Payment is credited to the Contingency Account. 22.3.3 If an Enforced Payment is made into the Contingency Account at any time, PPC shall on an Adjustment Date during the Holding Period, provide to the Lessor either a Letter of Credit or Additional Security (other than cash) which has, in either case, a Value for the Adjustment Date at least equal to the Termination Requirement for that Adjustment Date. The Lessor agrees that it will release moneys standing to the credit Section 1951.2 of the Contingency Account (provided that no Termination Event has occurred which is continuing and less any Broken Funding Costs) against the provision of such Additional Security acceptable to the Lessor and shall give such instructions as shall be required in order to permit such releaseCalifornia Civil Code.

Cash Security. 22.3.1 If Bluewater Energy has provided cash (a) Subtenant shall deliver to Sublandlord a security under clause 22.1.1(b)(iii) or clause 22.2, Bluewater Energy and deposit in the Lessor agree that they shall, without obligation, discuss in good faith for a period not exceeding thirty days the possibility of substituting an alternative form of Additional Required Security for such cash security. 22.3.2 It is acknowledged that the Initial L/C Bank has insisted upon having the rightDeposit Amount, in certain contractually specified circumstances the amount of $735,724.02 (which are only expected to arise exceptionallythe “Required Security Deposit Amount”), to make payment under the Initial Letter of Credit prior to any demand being made thereunder by the Lessor. In in order to assist PPC in reorganising secure the security arrangements in these circumstances, faithful observance and performance by Subtenant of the Lessor hereby agrees that during the Primary Period only terms and for so long as no Termination Event has occurred which is continuing, the moneys payable under the Initial Letter conditions of Credit (or under any Supplemental Letter of Credit or Replacement Letter of Credit if such circumstances may arise thereunder) in such exceptional circumstances (the "Enforced Payment") this Sublease. The Required Security Deposit Amount shall be paid to Sublandlord in three equal installments as follows: (i) First installment, in the Contingency Account which shall earn interest at LIBID from amount of $245,241.34, due on or before December 1, 2023; (ii) Second installment, in the date amount of $245,241.34, due on or before January 1, 2024; and (iii) Third installment, in the amount of $245,241.34, due on or before January 15, 2024. If Subtenant defaults in the observance or performance of any of such terms and conditions, Sublandlord may use or apply all or any part of such security deposit until for the next Adjustment Date payment of any amounts not paid when due or for the payment of any other amounts due Sublandlord by reason of such default, including any costs of Sublandlord’s observing or performing such terms or conditions on Subtenant’s behalf and thereafter any deficiencies in reletting or damages incurred by Sublandlord. If Sublandlord shall use or apply all or any part of such security deposit, Subtenant shall be liable for such deficiency, and immediately upon notice from Adjustment Date Sublandlord, deliver to Adjustment Date Sublandlord additional funds so as to restore the security deposit to the Required Security Deposit Amount. If Subtenant shall faithfully observe and which shallperform all of the terms and conditions of this Sublease, subject the security deposit, or so much thereof as shall not have been used or applied in accordance with this Sublease (or is not eligible to clause 22.3.3be applied), constitute acceptable Additional Security for a period (the "Holding Period") ending on the first Adjustment Date falling at least twenty (20) Business Days shall be returned to Subtenant after the date upon which expiration or sooner termination of this Sublease and the Enforced Payment is credited surrender of the Sublease Premises to Sublandlord, vacant, and when the Sublandlord shall have determined that all of the Subtenant’s obligations under this Sublease have been fulfilled, and in accordance with this Sublease. If Sublandlord shall transfer the security deposit to an assignee of Sublandlord’s interest under the Xxxxxxxxx, the Sublandlord making such transfer and assignment shall be deemed released from all liability to Subtenant with respect to the Contingency Account. 22.3.3 If an Enforced Payment is made into security deposit or the Contingency Account at any timereturn thereof, PPC shall on an Adjustment Date during the Holding Period, provide and Subtenant agrees to look solely to the Lessor either a Letter of Credit or Additional Security transferee and assignee with respect thereto. Subtenant shall not assign (other than cashto an assignee of this Sublease) which has, or encumber its interest in either case, a Value for the Adjustment Date at least equal to the Termination Requirement for that Adjustment Date. The Lessor agrees that it will release moneys standing to the credit of the Contingency Account (provided that security deposit and no Termination Event has occurred which is continuing and less any Broken Funding Costs) against the provision of such Additional Security acceptable to the Lessor and shall give such instructions as assignment or encumbrance shall be required in order to permit such releasevalid or binding upon Sublandlord.

Cash Security. 22.3.1 If Bluewater Energy has provided cash (i) Concurrently with Tenant’s execution of this Lease, Tenant shall deposit with Landlord the Security Deposit specified in the Basic Lease Information as security under clause 22.1.1(b)(iiifor the full and faithful performance of each and every term, covenant and condition of this Lease. Landlord may use, apply or retain the whole or any part of the Security Deposit as may be reasonably necessary (a) to remedy Tenant’s default in the payment of any Rent, (b) to repair damage to the Premises caused by Tenant, (c) to clean the Premises upon termination of this Lease, if Tenant fails to surrender the Premises to Landlord in the condition required by this Lease, (d) to reimburse Landlord for the payment of any amount which Landlord may reasonably spend or clause 22.2be required to spend by reason of Tenant’s default, Bluewater Energy or (e) to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default. Should Tenant faithfully and fully comply with all of the Lessor agree that they shallterms, without obligationcovenants and conditions of this Lease, discuss in good faith for a period not exceeding within thirty (30) days following the possibility expiration of substituting an alternative form the Term, the Security Deposit or any balance thereof shall be returned to Tenant or, at the option of Additional Security for such cash security. 22.3.2 It is acknowledged that the Initial L/C Bank has insisted upon having the right, in certain contractually specified circumstances (which are only expected to arise exceptionally)Landlord, to make payment under the Initial Letter last assignee of Credit prior Tenant’s interest in this Lease. Landlord shall not be required to keep the Security Deposit separate from its general funds and Tenant shall not be entitled to any interest on such deposit. If Landlord so uses or applies all or any portion of said deposit, within five (5) days after written demand being made thereunder by therefor Tenant shall deposit cash with Landlord in an amount sufficient to restore the LessorSecurity Deposit to the full extent of the above amount, and Tenant’s failure to do so shall be a Default under this Lease. In order the event Landlord transfers its interest in this Lease, Landlord shall transfer the then remaining amount of the Security Deposit to assist PPC Landlord’s successor in reorganising the security arrangements in these circumstancesinterest, the Lessor hereby agrees that during the Primary Period only and for so long as no Termination Event has occurred which is continuing, the moneys payable under the Initial Letter of Credit (or under any Supplemental Letter of Credit or Replacement Letter of Credit if such circumstances may arise thereunder) in such exceptional circumstances (the "Enforced Payment") shall be paid to the Contingency Account which shall earn interest at LIBID from the date of such deposit until the next Adjustment Date and thereafter from Adjustment Date Landlord shall have no further liability to Adjustment Date and which shall, subject Tenant with respect to clause 22.3.3, constitute acceptable Additional such Security for a period (the "Holding Period") ending on the first Adjustment Date falling at least twenty (20) Business Days after the date upon which the Enforced Payment is credited to the Contingency AccountDeposit. 22.3.3 If an Enforced Payment is made into the Contingency Account at any time, PPC shall on an Adjustment Date during the Holding Period, provide to the Lessor either a Letter of Credit or Additional Security (other than cash) which has, in either case, a Value for the Adjustment Date at least equal to the Termination Requirement for that Adjustment Date. The Lessor agrees that it will release moneys standing to the credit of the Contingency Account (provided that no Termination Event has occurred which is continuing and less any Broken Funding Costs) against the provision of such Additional Security acceptable to the Lessor and shall give such instructions as shall be required in order to permit such release.