Common use of Delivery of Letter of Credit Clause in Contracts

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Tenant’s execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/C”) in the amount set forth in Section 10 of the Summary (the “L/C Amount”), in the form attached hereto as Exhibit I, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery), running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billing.

Delivery of Letter of Credit. In lieu of the Security Deposit, Tenant shall may deliver to Landlord concurrent Landlord, concurrently with Tenant’s 's execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “"L/-C”") in the amount set forth in Section 10 of the Summary 21.3 below (the “"L/-C Amount”"), in which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local California office which will negotiate a letter of credit, and whose deposits are insured by the form attached hereto FDIC) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as Exhibit I, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery"Bank"), running in favor of Landlordwhich Bank must have a short term Fitch Rating which is not less than "Fl", drawn on a bank (the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit Fitch Rating which is not less than "A"(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s 's Professional Rating Service of A or a comparable rating from Xxxxx’x Xxxxx'x Professional Rating Service Service) (collectively, the “"Bank's Credit Rating Threshold”"), and otherwise conforming which L-C shall be in all material respects to the requirements form of this Article 21Exhibit H, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelowattached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In The L-C shall (i) be "callable" at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the event period commencing on the date of this Lease and continuing until the date (the "L-C Expiration Date") that is no less than one hundred twenty (120) days after the expiration of the Lease Term, and Tenant shall deliver a new L-C or certificate of renewal or extension to Landlord at least sixty (60) days prior to the expiration of the L-C then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev), International Chamber of Commerce Publication #600, or the International Standby Practices­ ISP 98, International Chamber of Commerce Publication #590. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable: (A) such amount is due to Landlord under the terms and conditions of this Lease, or (8) Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectively, "Bankruptcy Code"), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date, or (E) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Tenant executes an assignment by Tenant for the benefit of its interest creditors, or (G) if (1) any of the Bank's Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank's Credit Rating Threshold, or (2) there is otherwise a material adverse change in the Lease financial condition of the Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (and irrespective of whether Landlord’s consent is required for such assignmentincluding, but not limited to, the requirements placed on the iss uing Bank more particularly set forth in this Section 21.1 above), in the acceptance amount of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approvalapplicable L-C Amount, in Landlord’s reasonable discretion, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days following Landlord's written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of billingthe foregoing being an "L-C Draw Event"). The L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord's right to draw upon the L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord's notice to Tenant of such receivership or conservatorship (the "L-C FDIC Replacement Notice"), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank's Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for the payment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord's reasonable attorneys' fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent Landlord, concurrently with TenantXxxxxx’s execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 8 of the Lease Summary (the “L/-C Amount”), in the form attached hereto as Exhibit Iwhich L-C shall be issued by a money-center, payable in the City of San Francisco, California solvent and nationally recognized bank (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery), running in favor of Landlord, drawn on a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”) reasonably approved by Landlord and at ), which Bank must have a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service Poors Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a comparable letter of credit issuer rating from Xxxxx’x Professional Rating Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto)) (collectively, the “Bank’s Credit Rating Threshold”), and otherwise conforming which L-C shall be in all material respects to the requirements form of this Article 21Exhibit H, includingattached hereto. Notwithstanding the foregoing, without limitation, all of Landlord hereby approves Silicon Valley Bank as the requirements of Section 21.2 below, all as set forth more particularly hereinbelowBank. Tenant shall pay all expenses, points and/or fees incurred by Xxxxxx in obtaining the L-C. The L-C shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the period commencing on the date of this Lease and continuing until the date (the “L-C Expiration Date”) that is no less than sixty (60) days after the expiration of the Lease Term as the same may be extended, and Tenant shall deliver a new L-C or certificate of renewal or extension to Landlord at least thirty (30) days prior to the expiration of the L-C then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Xxxxxxxx, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev), International Chamber of Commerce Publication #500, or the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable: (A) such amount is due to Landlord under the terms and conditions of this Lease, and has not been paid within applicable notice and cure periods (or, if Landlord is prevented by law from providing notice, within the period for payment set forth in the Lease), or (B) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date, and Tenant has not provided a replacement L-C that satisfies the requirements of this Lease at least thirty (30) days prior to such expiration, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank’s (other than Silicon Valley Bank) Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Xxxxxx has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “L-C Draw Event”). The L-C shall be honored by the Bank regardless of whether Tenant disputes Xxxxxxxx’s right to draw upon the L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in obtaining default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for the payment of any and maintaining all Tenant’s and Bank’s costs incurred with the review of any replacement L/C. -C, which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket actual and reasonable attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billing.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Tenant’s execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 8 of the Summary (the “L/-C Amount”), in the form attached hereto as Exhibit I, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)H, running in favor of Landlord, drawn on a bank (the “Issuing Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion. As of the date of this Lease, and Landlord hereby approves of JPMorgan Chase as the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billingIssuing Bank.

Delivery of Letter of Credit. Within five (5) business days following the full execution and delivery of this Lease by and between Tenant and Landlord, Tenant shall deliver to Landlord concurrent with Tenant’s execution of this LeaseLandlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “L/C”) in the amount set forth in Section 10 "Letter of the Summary (the “L/C Amount”Credit"), in the form attached hereto as Exhibit IH and containing the terms required herein, payable in either the City of San FranciscoDiego or the City of Los Angeles (both, California (or payable upon delivery of a draw request sent by Landlord by overnight courier deliveryCalifornia), running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at issued by a minimum having solvent, nationally recognized bank with a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a comparable rating from Xxxxx’x Professional Rating Service national banking association, in the amount of [***] (the “"Letter of Credit Rating Threshold”Amount"). The Letter of Credit shall (i) be "callable" at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the period from the Lease Commencement Date and continuing until the date (the "LC Expiration Date") that is one hundred twenty (120) days after the expiration of the Lease Term, and Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev), and otherwise conforming in all material respects International Chamber of Commerce Publication #500, or the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. In addition to the requirements of this Article 21foregoing, including, without limitation, all the form and terms of the requirements Letter of Section 21.2 below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/C. In the event of an assignment by Tenant of its interest in the Lease Credit (and irrespective of whether Landlord’s consent is required for such assignmentthe bank issuing the same (the "Bank"), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee ) shall be subject acceptable to Landlord’s prior written approval, in Landlord’s reasonable 's sole discretion. Landlord, and or its then managing agent, shall have the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (A) such determination shall be payable by Tenant amount is due to Landlord within ten under the terms and conditions of this Lease, or (10B) days Tenant has filed a voluntary petition under the U.S. Bankruptcy Code or any state bankruptcy code (collectively, "Bankruptcy Code"), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Bank has notified Landlord that the Letter of billingCredit will not be renewed or extended through the LC Expiration Date. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord's right to draw upon the Letter of Credit.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Tenant’s execution of this LeaseLandlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer within ninety (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 90) days of the California Civil Code) as a result of any breach or default by Tenant under this LeaseEffective Date, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 7 of the Summary (the “L/-C Amount”), in the form attached hereto as Exhibit Iwhich L-C shall be issued by either Silicon Valley Bank, payable in the City a subsidiary of San FranciscoSVB Financial Group; Pacific Western Bank or an affiliate or division thereof or a money-center, California solvent and nationally recognized bank (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery), running in favor of Landlord, drawn on a bank which accepts deposits, maintains accounts, has a local office in Salt Lake City, Utah that will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”) reasonably approved by Landlord ), which Bank must have a short term Fitch Rating which is not less than “Fl “, and at a minimum having a long term issuer credit Fitch Rating which is not less than “A” (or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service Service) (collectively, the “Bank’s Credit Rating Threshold”), and otherwise conforming which L-C shall be in all material respects to the requirements form of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelowExhibit attached hereto. Tenant shall pay all expenses, points and/or andlor fees incurred by Tenant in obtaining and maintaining the L/-C. In The I-C shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the event period commencing on the date of this Lease and continuing until the date (the “L-C Expiration Date”) that is no less than one hundred twenty (120) days after the expiration of the Lease Term, as the same may be extended, and Tenant shall deliver a new L-C or certificate of renewal or extension to Landlord at least sixty (60) days prior to the expiration of the L-C then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable: (A) such amount is due to Landlord under the terms and conditions of this Lease (following the expiration of all applicable payment and default cure periods) or (B) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date, or (E) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Tenant executes an assignment by Tenant for the benefit of its interest creditors, or (G) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the Lease (financial condition of the Bank, and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any Tenant has failed to provide Landlord with a replacement or substitute letter of credit by Landlord from the assignee shall be subject to within thirty (30) days following receipt of Landlord’s prior written approvalrequest therefor, conforming in Landlord’s reasonable discretionall respects to the requirements of this Article 21 (including, and but not limited to, the outrequirements placed on the issuing Bank more particularly set forth in this 1049651.11/Sf 373398-of00076/I 1-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billing.13-17/orb/ill 28 Recursion Pharmaceuticals, Inc.

Delivery of Letter of Credit. Concurrent with Tenant’s execution and delivery of this Lease, Tenant shall deliver to Landlord concurrent with Tenant’s execution of this LeaseLandlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 8 of the Summary (the “L/-C Amount”), in the form attached hereto as Exhibit IF, payable in the City of San FranciscoDiego, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at Landlord, which bank must have a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service Poors Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a comparable letter of credit issuer rating from Xxxxx’x Professional Rating Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto) (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 21.2, below, all as set forth more particularly hereinbelow. Silicon Valley Bank is hereby deemed an approved Bank as of the date of this Lease. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billing. Tenant shall have no right to voluntarily replace the L-C without Landlord’s prior written approval, in Landlord’s sole and absolute discretion. Tenant shall be responsible for the payment of any and all costs incurred by Landlord relating to the review of any replacement L-C (including, without limitation, Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant, and such attorneys’ fees shall be payable by Tenant to Landlord within ten (10) days of billing. If Landlord approves any replacement or substitute letter of credit, Landlord shall return the L-C then held by Landlord within one hundred twenty (120) days following Landlord receipt of the replacement or substitute L-C tendered by Tenant.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with TenantXxxxxx’s execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 8 of the Summary (the “L/-C Amount”), in the form attached hereto as as, Exhibit IK, payable in the City of Los Angeles, California, San Francisco, California (or payable upon delivery of a draw request sent Boston, Massachusetts, or which will allow presentation and drawing by Landlord by facsimile or nationally recognized overnight courier delivery)courier, running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Fitch of BBB or a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow, Landlord hereby approves Silicon Valley Bank (the “Approved Bank”) as “Bank”, provided that the foregoing shall not alter or limit Landlord’s rights and Tenant’s obligations hereunder to the extent the Approved Bank shall not, at any time, satisfy the Credit Rating Threshold. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/C. In the event of an assignment by Tenant of its interest in the this Lease (and irrespective of whether LandlordXxxxxxxx’s consent is required for such assignment), the acceptance of any replacement or such substitute letter of credit L-C delivered by Landlord from the an assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and conform with all of the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days requirements of billingthis Article 21.

Delivery of Letter of Credit. In lieu of a cash Security Deposit, Tenant shall may deliver to Landlord concurrent Landlord, concurrently with Tenant’s execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 8 of the Lease Summary (the “L/-C Amount”), in the form attached hereto as Exhibit Iwhich L-C shall be issued by a money-center, payable in the City of San Francisco, California solvent and nationally recognized bank (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery), running in favor of Landlord, drawn on a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”) reasonably approved by Landlord and at ), which Bank must have a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service Poors Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a comparable letter of credit issuer rating from Xxxxx’x Professional Rating Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto)) (collectively, the “Bank’s Credit Rating Threshold”), and otherwise conforming which L-C shall be in all material respects to the requirements form of this Article 21Exhibit F, includingattached hereto. Notwithstanding the foregoing, without limitation, all of Landlord hereby approves Silicon Valley Bank as the requirements of Section 21.2 below, all as set forth more particularly hereinbelowBank. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. The L-C shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the period commencing on the date of this Lease and continuing until the date (the “L-C Expiration Date”) that is no less than sixty (60) days after the expiration of the Lease Term as the same may be extended, and Tenant shall deliver a new L-C or certificate of renewal or extension to Landlord at least thirty (30) days prior to the expiration of the L-C then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev), International Chamber of Commerce Publication #500, or the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable: (A) such amount is due to Landlord under the terms and conditions of this Lease, and has not been paid within applicable notice and cure periods (or, if Landlord is prevented by law from providing notice, within the period for payment set forth in the Lease), or (B) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (D) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date, and Tenant has not provided a replacement L-C that satisfies the requirements of this Lease at least thirty (30) days prior to such expiration, or (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (G) Tenant executes an assignment for the benefit of creditors, or (H) if (1) any of the Bank’s (other than Silicon Valley Bank) Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Section 21.2 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.2 above), in the amount of the applicable L-C Amount, within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “L-C Draw Event”). The L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Section 21.2, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Section 21.2. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.2, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for the payment of any and all Tenant’s and Bank’s costs incurred with the review of any replacement L-C, which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket actual and reasonable attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billing.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Tenant’s execution of this Lease, as protection for Within ten (10) days following the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 delivery of the California Civil Code) as a result of any breach or default by Premises to Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/C”) in the amount set forth in Section 10 of the Summary (the “L/C Amount”), in the form attached hereto as Exhibit I, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery), running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service (the “Credit Rating Threshold”"LC DELIVERY DATE"), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord again within ten (10) days following the date Landlord gives Tenant written notice that Landlord has disbursed $1,250,000.00 of billingthe Construction Allowance (the "INCREASE DATE"), Tenant shall deliver to Landlord the Security Deposit in the form of an unconditional, irrevocable and renewable letter of credit ("LETTER OF CREDIT") in favor of Landlord in form and issued by a bank with an office (capable of honoring a demand on the Letter of Credit) located in Orange County or San Diego County, California, reasonably satisfactory to Landlord, in the applicable principal amount specified in Section 5.2 below, as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. The Letter of Credit shall state that an authorized officer or other representative of Landlord may make demand on Landlord's behalf for the amount owed by Tenant to Landlord, and that the issuing bank must immediately honor such demand, without qualification or satisfaction of any conditions, except the proper identification of the party making such demand and a certification that Tenant is in default under this Lease, which default is continuing after notice and expiration of any applicable grace period required by this Lease. In addition, the Letter of Credit shall indicate that it is transferable in its entirety by Landlord as beneficiary and that upon receiving written notice of transfer, and upon presentation to the issuer of the original Letter of Credit, the issuer will reissue the Letter of Credit naming such transferee as the beneficiary. If the term of the Letter of Credit held by Landlord will expire prior to the last day of the Term and it is not extended, or a new Letter of Credit for an extended period of time is not substituted, within thirty (30) days prior to the expiration of the Letter of Credit, then Landlord may deliver written notice of such fact to Tenant and if Tenant does not extend the Letter of Credit or substitute a new Letter of Credit within ten (10) days after Tenant's receipt of such notice from Landlord, Landlord shall be entitled to make demand for the principal amount of said Letter of Credit and, thereafter, to hold such funds in accordance with Section 5.3 below. Tenant may, at any time, substitute the Letter of Credit by delivering to Landlord cash in the amount of the required principal of the Letter of Credit.

Delivery of Letter of Credit. Within five (5) business days following the full execution and delivery of this Lease by and between Tenant and Landlord, Tenant shall deliver to Landlord concurrent with Tenant’s execution of this LeaseLandlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “L/C”) in the amount set forth in Section 10 "Letter of the Summary (the “L/C Amount”Credit"), in the form attached hereto as Exhibit IH and containing the terms required herein, payable in either the City of San FranciscoDiego or the City of Los Angeles (both, California (or payable upon delivery of a draw request sent by Landlord by overnight courier deliveryCalifornia), running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at issued by a minimum having solvent, nationally recognized bank with a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a comparable rating from Xxxxx’x Professional Rating Service national banking association, in the amount set forth in Section 8 of the Summary (the “"Letter of Credit Rating Threshold”Amount"). The Letter of Credit shall (i) be "callable" at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the period from the Lease Commencement Date and continuing until the date (the "LC [***] Confidential portions of this document have been redacted and filed separately with the Commission. Expiration Date") that is one hundred twenty (120) days after the expiration of the Lease Term, and Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev), and otherwise conforming in all material respects International Chamber of Commerce Publication #500, or the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. In addition to the requirements of this Article 21foregoing, including, without limitation, all the form and terms of the requirements Letter of Section 21.2 below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/C. In the event of an assignment by Tenant of its interest in the Lease Credit (and irrespective of whether Landlord’s consent is required for such assignmentthe bank issuing the same (the "Bank"), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee ) shall be subject acceptable to Landlord’s prior written approval, in Landlord’s reasonable 's sole discretion. Landlord, and or its then managing agent, shall have the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (A) such determination shall be payable by Tenant amount is due to Landlord within ten under the terms and conditions of this Lease, or (10B) days Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, "Bankruptcy Code"), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Bank has notified Landlord that the Letter of billingCredit will not be renewed or extended through the LC Expiration Date. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord's right to draw upon the Letter of Credit.

Delivery of Letter of Credit. On or before January 31, 2008, Tenant shall deliver to Landlord concurrent with Tenant’s execution of this LeaseLandlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease Lease, and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “L/C”) in the amount set forth in Section 10 Letter of the Summary (the “L/C AmountCredit”), in the form attached hereto as Exhibit IF and containing the terms required herein, payable in the City of San FranciscoBellevue, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)Washington, running in favor of Landlord and issued by a solvent, nationally recognized money-center bank (a bank which accepts deposits, maintains accounts, and whose deposits are insured by the FDIC) which is acceptable to Landlord, drawn in the amount set forth in Section 7 of the Summary (the “Letter of Credit Amount”). The Letter of Credit shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the period from the date hereof and continuing until the date (the “LC Expiration Date”) that is one hundred twenty (120) days after the expiration of the Lease Term, and Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit then held by Landlord, without any action whatsoever on a the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev), International Chamber of Commerce Publication #500, or the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. In addition to the foregoing, the form and terms of the Letter of Credit (and the bank issuing the same (the “Bank”)) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject acceptable to Landlord’s prior written approval, in Landlord’s reasonable discretion. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (A) such amount is due to Landlord under the terms and conditions of this Lease, or (B) Tenant has filed a voluntary petition under the Bankruptcy Code, or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the Letter of Credit. Landlord hereby agrees that Tenant may cause the applicant under the Letter of Credit to be ***., provided that the foregoing shall not alter or amend any of the terms of this Article 21. Landlord hereby further agrees that Tenant shall be permitted to provide two (2) Letters of Credit under this Article 21 (rather than one Letter of Credit) so long as such Letters of Credit, together, provide for the full Letter of Credit Amount required hereunder and that both of such Letters of Credit otherwise comply with, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days subject to, all of billingthe terms of this Article 21.

Delivery of Letter of Credit. Within five (5) Business Days after the execution and delivery of this Lease, Tenant shall deliver to Landlord concurrent with Tenant’s execution of this LeaseLandlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “L/C”"Letter of Credit") in the an amount set forth in Section 10 of the Summary Two Million Nine Hundred Thirty Six Thousand Eight and 80/100 Dollars ($2,936,008.80), (the “L/C "Letter of Credit Amount”"), payable upon presentation to an operating retail branch located in the form attached hereto as Exhibit I, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)Francisco Bay Area, running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at issued by a minimum having solvent, nationally recognized bank reasonably acceptable to Landlord and with a long term issuer credit rating from Standard and Poor’s 's Professional Rating Service of A or a comparable rating from Xxxxx’x Xxxxx'x Professional Rating Service or higher, under the supervision of the Superintendent of Banks of the State of California. The Letter of Credit shall (a) be "callable" at sight, irrevocable and unconditional, (b) be maintained in effect, whether through renewal (pursuant to a so-called "evergreen provision") or extension, for the period from the Lease Date, until the date (the “Credit Rating Threshold”)"LC Expiration Date") that is sixty (60) days after the Expiration Date, and Tenant shall deliver to Landlord a new Letter of Credit, certificate of renewal or extension amendment at least thirty (30) days prior to the expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (c) be fully transferrable by Landlord, its successors and assigns, (d) be payable to Landlord, Security Holder or their assignees (the "Beneficiary"); (e) require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (f) permit partial draws and multiple presentations and drawings; and (g) be otherwise conforming subject to the Uniform Customs and Practices for Documentary Credits (2007-Rev) or International Chamber of Commerce Publication #600. In addition to the foregoing, the form and terms of the Letter of Credit and the bank issuing the same (the "Bank") shall be acceptable to Landlord and Security Holder, in their respective sole discretion. Landlord hereby approves Silicon Valley Bank as an acceptable Bank. If Landlord notifies Tenant in writing that the Bank which issued the Letter of Credit has become financially unacceptable because the above requirements are not met or the Bank has filed bankruptcy or reorganization proceedings or is placed into a receivership or conservatorship, then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all material respects to of the requirements of this Article 2116. If Tenant does not so provide Landlord with a substitute Letter of Credit within such thirty (30) day period, includingthen Beneficiary shall have the right to draw upon the then current Letter of Credit, without limitationbut such draw or failure to replace the Letter of Credit shall not constitute a default under this Lease. In addition to Beneficiary's rights to draw upon the Letter of Credit as otherwise described in this Article 20, all Beneficiary shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (i) an Event of Default of Tenant has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would constitute an Event of Default of Tenant where Landlord is prevented from, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding; (iii) this Lease is terminated by Landlord due to an Event of Default by Tenant; (iv) Tenant has filed a voluntary petition under the Bankruptcy Code, (v) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (vi) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date and Tenant has not provided a replacement Letter of Credit that satisfies the requirements of Section 21.2 belowthis Article 16 within thirty (30) days prior to the expiration of the Letter of Credit, all as set forth more particularly hereinbelowbut such draw or failure to replace the Letter of Credit shall not constitute a default under this Lease. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord's right to draw upon the Letter of Credit. Tenant shall pay all expenses, points and/or be responsible for paying the Bank's fees incurred by Tenant in obtaining and maintaining the L/C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days the issuance of billingany Letter of Credit, certificate of renewal or extension amendment.

Delivery of Letter of Credit. Subject to the terms set forth in Section 8.1, above, Tenant shall deliver to Landlord concurrent with Tenant’s execution the L-C- in the L-C Amount-, which L-C shall be issued by a solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local southern California office which will negotiate a letter of this Leasecredit, as protection for and whose deposits are insured by the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided FDIC) reasonably acceptable to Landlord pursuant (such approved, issuing bank being referred to Section 1951.2 of the California Civil Code) herein as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/C”) in the amount set forth in Section 10 of the Summary (the “L/C Amount”), in the form attached hereto as Exhibit I, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery), running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord ), which Bank must have a short term Fitch Rating which is not less than “F2”, and at a minimum having a long term issuer credit Fitch Rating which is not less than “BBB”(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service Service) (collectively, the “Bank’s Credit Rating Threshold”), and otherwise conforming which L-C shall be in all material respects to the requirements form of this Article 21Exhibit B, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelowattached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In The L-C shall (i) be irrevocable and drawable without condition other than presentation to the event issuer of the original L-C a sight draft, and a certificate of Landlord, all as set forth in Exhibit B, (ii) be maintained in effect, whether through renewal, extension, or replacement, for the period commencing as provided in Section 8.1 above and continuing until the August 1, 2011 (the “L-C Expiration Date”), and Tenant shall deliver a new L-C or certificate of renewal or extension to Landlord at least thirty (30) days prior to the expiration of the L-C then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev), International Chamber of Commerce Publication #500, or the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable: (A) such amount is due to Landlord under the terms and conditions of this Agreement, or (B) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Bank has notified Landlord that the L-C will not be renewed or extended and Tenant has failed to provide a new L-C or certificate of renewal or extension to Landlord at least thirty (30) days prior to the expiration of such L-C, or (E) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Tenant executes an assignment by for the benefit of creditors, or (G) if any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement L-C, conforming in all respects to the requirements of its interest this Section 8 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 8.2 above), in the Lease (and irrespective amount of whether Landlord’s consent is required for such assignment)the applicable L-C Amount, the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) business days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Agreement to the contrary) (each of billingthe foregoing being an “L-C Draw Event”). The L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Section 8, and, within ten (10) business days following Landlord’s written notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Section 8. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 8.2, then, notwithstanding anything in this Agreement to the contrary, Landlord shall have the right to declare Tenant in default of this Agreement for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) business day period). Tenant shall be responsible for the payment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Tenant’s execution of this LeaseLandlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer within ninety (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 90) days of the California Civil Code) as a result of any breach or default by Tenant under this LeaseEffective Date, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 7 of the Summary (the “L/-C Amount”), in the form attached hereto as Exhibit Iwhich L-C shall be issued by either Silicon Valley Bank, payable in the City a subsidiary of San FranciscoSVB Financial Group; Pacific Western Bank or an affiliate or division thereof; or a money-center, California solvent and nationally recognized bank (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery), running in favor of Landlord, drawn on a bank which accepts deposits, maintains accounts, has a local office in Salt Lake City, Utah that will negotiate a letter of credit, and whose deposits arc insured by the FDIC) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”) reasonably approved by Landlord ), which Bank must have a short term Fitch Rating which is not less than “Fl”, and at a minimum having a long term issuer credit Fitch Rating which is not less than “A” (or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service Service) (collectively, the “Bank’s Credit Rating Threshold”), and otherwise conforming which L-C shall be in all material respects to the requirements form of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelowExhibit E attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In The L-C shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the event period commencing on the date of this Lease and continuing until the date (the “L-C Expiration Date”) that is no less than one hundred twenty (120) days after the expiration of the Lease Term, as the same may be extended, and Tenant shall deliver a new L-C or certificate of renewal or extension to Landlord at least sixty (60) days prior to the expiration of the L-C then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable: (A) such amount is due to Landlord under the terms and conditions of this Lease (following the expiration of all applicable payment and default cure periods) or (B) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date, or (E) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Tenant executes an assignment by Tenant for the benefit of its interest creditors, or (G) if (I) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the Lease (financial condition of the Bank, and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any Tenant has failed to provide Landlord with a replacement or substitute letter of credit by Landlord from the assignee shall be subject to within thirty (30) days following receipt of Landlord’s prior written approvalrequest therefor, conforming in all respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in Landlord’s reasonable discretionthe amount of the applicable L-C Amount, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of billingthe foregoing being an “L-C Draw Event”). The L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for the payment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be required to disburse any portion of the Tenant Improvement Allowance to Tenant until Tenant has provided Landlord with the L-C described in this Article 21.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Tenant’s execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease Lease, and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 8 of the Summary (the “L/-C Amount”), substantially in the form attached hereto as Exhibit IF, payable in the City of San FranciscoLos Angeles, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 21.2, below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/C. In the event of an assignment by Tenant of its interest in the this Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billing.. Any such substitute L-C shall conform with all of the requirements of this Article 21. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L-C.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Landlord, within forty-five (45) days following Tenant’s execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 of the Summary 22.3 below (the “L/-C Amount”), in which L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Diego office which will negotiate a letter of credit, and whose deposits are insured by the form attached hereto as Exhibit I, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery), running in favor of FDIC) reasonably acceptable to Landlord, drawn on a and Landlord hereby pre-approves UBS Bank USA (such approved, issuing bank (being referred to herein as the “Bank”) reasonably approved by Landlord ), which Bank must have a short term Fitch Rating which is not less than “F l “, and at a minimum having a long term issuer credit Fitch Rating which is not less than “A”(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s ’ s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service Service) (collectively, the “Bank’s Credit Rating Threshold”), and otherwise conforming which L-C shall be substantially in all material respects to the requirements form of this Article 21Exhibit G, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelowattached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. The L-C shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the period commencing on the date of issuance of such L-C and continuing until the date (the “L-C Expiration Date”) that is no less than one hundred twenty (120) days after the expiration of the Lease Term, as the same may be extended, and Tenant shall deliver a new L-C or certificate of renewal or extension to Landlord at least thirty (30) days prior to the expiration of the L-C then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev), International Chamber of Commerce Publication #500, or the International Standby Practices- ISP 98, International Chamber of Commerce Publication #590. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable: (A) such amount is due to Landlord under the terms and conditions of this Lease, or (B) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date, or (E) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Tenant executes an assignment for the benefit of creditors, or (G) if (I) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 22 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 22.1 above), in the amount of the applicable L-C Amount, within ten (IO) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “L-C Draw Event”). The L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for date such assignment)receivership or conservatorship occurs, the acceptance of any replacement or substitute letter of credit by Landlord from the assignee said L-C shall be subject deemed to Landlord’s prior written approvalfail to meet the requirements of this Article 22, in Landlord’s reasonable discretionand, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days following Landlord’s notice to Tenant of billingsuch receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 22. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 22.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for the payment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant.

Delivery of Letter of Credit. Subject to Section 20.9 below, Tenant shall deliver to Landlord concurrent with Landlord, within five (5) business days of Tenant’s execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 of the Summary 20.3 below (the “L/-C Amount”), in the form attached hereto as Exhibit Iwhich L-C shall be issued by a money-center, payable in the City of San Francisco, California solvent and nationally or regionally recognized bank (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery), running in favor of Landlord, drawn on a bank which accepts deposits, maintains accounts, which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service (the “Credit Rating Threshold”), and otherwise conforming which L-C shall be in all material respects to the requirements form of this Article 21, including, without limitation, all of Exhibit E attached hereto (or such other form approved by Landlord). Landlord hereby approves First Republic Bank as the requirements of Section 21.2 below, all as set forth more particularly hereinbelowBank. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. The L-C shall (i) be “drawable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the period commencing on the date of this Lease and continuing until the date (the “L-C Expiration Date”) that is no less than sixty (60) days after the expiration of the Lease Term as the same may be extended or earlier termination, and Tenant shall deliver a new L-C or certificate or amendment of renewal or extension to Landlord at least thirty (30) days prior to the expiration of the L-C then held by Landlord (unless the same automatically renews), without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable: (A) a default of Tenant has occurred (beyond any applicable notice, grace, or cure periods) or (B) the Lease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (C) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date (each of the foregoing being an “L-C Draw Event”). All amounts drawn will be held as a cash security deposit under Section 20.9. The L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for date such assignment)receivership or conservatorship occurs, the acceptance of any replacement or substitute letter of credit by Landlord from the assignee said L-C shall be subject deemed to Landlord’s prior written approvalfail to meet the requirements of this Article 21, in Landlord’s reasonable discretionand, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) business days following Landlord’s notice to Tenant of billingsuch receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer otherwise acceptable to Landlord in its reasonable discretion and that complies in all respects with the requirements of this Article 20 or deposit cash with Landlord pursuant to Section 20.9. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 20.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to draw the full amount of the L-C and hold it as a cash security deposit per Section 20.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent Concurrently with Tenant’s execution of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease Lease, and for the full and faithful performance by Tenant of all of its obligations under the Existing Lease, and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this LeaseLease or the Existing Lease or as otherwise set forth in this Article 21, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “L/CLetter of Credit”) ), in the amount set forth in Section 10 8 of the Summary (the “L/C Letter of Credit Amount”), in the form attached hereto as Exhibit IG or other form reasonably approved by Landlord with materially the same protections to the beneficiary, and containing the terms required herein, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, Landlord and issued by and drawn on a bank (the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service (the “Bank’s Credit Rating Threshold”). The Letter of Credit shall (i) be “callable” at sight, irrevocable and otherwise conforming unconditional, (ii) be maintained in all material respects to effect, whether through renewal or extension, for the requirements of this Article 21, including, without limitation, all period from the Lease Commencement Date and continuing until the date (the “LC Expiration Date”) that is sixty (60) days after the expiration of the requirements of Section 21.2 belowLease Term, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billing.and

Delivery of Letter of Credit. On or before December 10, 1997, Tenant shall deliver to Landlord concurrent the Security Deposit in the form of an unconditional, irrevocable and renewable letter of credit ("Letter of Credit") in favor of Landlord in form and issued by a bank with Tenant’s execution an office (capable of honoring a demand on the Letter of Credit) located in San Diego County, California, reasonably satisfactory to Landlord, in the initial principal amount specified in Section 1.9 of the Summary, as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease, as protection . The Letter of Credit shall state that an authorized officer or other representative of Landlord may make demand on Landlord's behalf for the full and faithful performance amount owed by Tenant of all of its obligations under this Lease to Landlord, and for all losses and damages Landlord may suffer (includingthat the issuing bank must immediately honor such demand, without limitationqualification or satisfaction of any conditions, damages provided to Landlord pursuant to Section 1951.2 except the proper identification of the California Civil Code) as party making such demand and a result of any breach or certification that Tenant is in default by Tenant under this Lease, an unconditionalwhich default is continuing after notice and expiration of any applicable notice and cure period required by this Lease. In addition, cleanthe Letter of Credit shall indicate that it is transferable in its entirety by Landlord as beneficiary and that upon receiving written notice of transfer, irrevocable negotiable standby letter of credit (and upon presentation to the “L/C”) in the amount set forth in Section 10 issuer of the Summary (original Letter of Credit, the “L/C Amount”), in issuer will reissue the form attached hereto Letter of Credit naming such transferee as Exhibit I, payable in the City beneficiary. If the term of San Francisco, California (or payable upon delivery the Letter of a draw request sent Credit held by Landlord by overnight courier delivery)will expire prior to thirty (30) days following the last day of the Term and it is not extended, running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service new Letter of Credit for an extended period of time is not substituted, within thirty (the “Credit Rating Threshold”), and otherwise conforming in all material respects 30) days prior to the requirements of this Article 21, including, without limitation, all expiration of the requirements Letter of Section 21.2 belowCredit, all as set forth more particularly hereinbelow. then Landlord may deliver written notice of such fact to Tenant shall pay all expenses, points and/or fees incurred by and if Tenant in obtaining and maintaining does not extend the L/C. In the event Letter of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement Credit or substitute letter a new Letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord Credit within ten (10) business days after Tenant's receipt of billingsuch notice from Landlord, Landlord shall be entitled to make demand for the principal amount of said Letter of Credit and, thereafter, to hold such funds in accordance with Section 5.3 below. In the event Tenant fails to deliver such Letter of Credit to Landlord on or before December 10, 1997 then Landlord, in addition to any of its other rights and remedies, shall have the right to immediately terminate this Lease or cause Tenant to cease construction of its Tenant Improvements until such Letter of Credit is furnished to Landlord.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Tenant’s Xxxxxx's execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “"L/-C”") in the amount set forth in Section 10 8 of the Summary (the “"L/-C Amount”"), in the form attached hereto as Exhibit IH, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “"Bank”") reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service (the “"Credit Rating Threshold”"), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant Xxxxxx in obtaining and maintaining the L/C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s Xxxxxxxx's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s 's prior written approval, in Landlord’s 's reasonable discretion, and the out-of-pocket attorney’s 's fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billing.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Tenant’s execution of this Leasethe Pre-SC Amendment and/or Post-SC Amendment, as applicable, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease (and for purposes of this Exhibit G, all references to the term “Lease” or “this Lease” shall mean the Lease, the Pre-SC Amendment and/or the Post-SC Amendment) and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in required by Section 10 2.1.3 or Section 2.1.4 of the Summary Tenant Work Letter, as applicable (the “L/-C Amount”), in the form attached hereto as Exhibit ISchedule 1, payable in the City of San FranciscoDiego, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and which Bank at a minimum having must have a long term issuer credit rating from Standard and Poor’s Professional Rating Service Poors Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a comparable letter of credit issuer rating from Xxxxx’x Professional Rating Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto) (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21Exhibit G, including, without limitation, all of the requirements of Section 21.2 2 below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billing.

Delivery of Letter of Credit. Concurrent with Tenant's execution and delivery of this Lease, Tenant shall deliver to Landlord concurrent with Tenant’s 's execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “"L/-C”") in the amount set forth in Section 10 8 of the Summary (the “"L/-C Amount”"), in the form attached hereto as Exhibit IG, payable in the City of San FranciscoDiego, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “"Bank”") reasonably approved by Landlord and at which bank must have a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Poors Corporation of A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Investor Service of A A3 or a comparable better (or any equivalent rating thereto from Xxxxx’x Professional Rating Service any successor rating agency thereto) (the “"Credit Rating Threshold”"), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 21.2, below, all as set forth more particularly hereinbelow. As of the date of this Lease, Landlord approved Silicon Valley Bank as the Bank. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s 's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s 's prior written approval, in Landlord’s 's reasonable discretion, and the actual out-of-pocket attorney’s 's fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) business days of billing. Tenant shall have no right to voluntarily replace the L-C without Landlord's prior written approval, in Landlord's sole and absolute discretion. Tenant shall be responsible for the payment of any and all costs incurred by Landlord relating to the review of any repl ent is required pursuant to this Section or is otherwise requested by Tenant, and such attorneys' fees shall be payable by Tenant to Landlord within ten (10) business days of billing. If Landlord approves any replacement or substitute letter of credit, Landlord shall return the L-C then held by Landlord within one hundred (100) days following Landlord receipt of the replacement or substitute L-C tendered by Tenant; provided, however, if Tenant provides evidence reasonably satisfactory to Landlord that Tenant has the ability to satisfy its monetary obligations under this Lease when and as due, then Landlord shall return the L-C then held by Landlord within thirty (30) days following Landlord receipt of the replacement or substitute L-C tendered by Tenant.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Tenant’s 's execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 8 of the Summary (the “L/-C Amount”), in the form attached hereto as Exhibit IG, payable in the City of San FranciscoDiego, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and which Bank at a minimum having must have a long term issuer credit rating from Standard and Poor’s Professional Rating Service Poors Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Landlord) and a comparable letter of credit issuer rating from Xxxxx’x Professional Rating Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto) (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s 's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s 's prior written approval, in Landlord’s 's reasonable discretion, and the out-of-pocket attorney’s 's fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billing.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Landlord, within ten (10) business days after Tenant’s 's execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “"L/-C”") in the amount set forth in Section 10 O of the Summary (the “"L/-C Amount”"), in the form attached hereto as Exhibit IF, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “"Bank”") reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service of A-3 or better (the “"Credit Rating Threshold”"), and otherwise conforming in all material respects to the requirements of this Article 2122, including, without limitation, all of the requirements of Section 21.2 22.2 below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s 's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s 's prior written approval, in Landlord’s 's reasonable discretion, and the out-of-pocket attorney’s 's fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten thirty (1030) days of billing.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Landlord, within five (5) business days after Tenant’s execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 8 of the Summary (the “L/-C Amount”), in the form attached hereto as Exhibit IF, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service of A-3 or better (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelowherein below. As of the date of this Lease, Landlord hereby approves Bank of America as the Bank. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten thirty (1030) days of billing.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with within ten (10) business days of Tenant’s execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/CLetter of Credit”) in the amount set forth in Section 10 Paragraph U of the Summary Basic Lease Information (the “L/C Letter of Credit Amount”), in the form attached hereto as Exhibit ID, payable in the City of San FranciscoDiego or City of Los Angeles, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on issued by a solvent, nationally recognized commercial bank (the “Bank”) reasonably approved that is acceptable to Landlord in its sole discretion and (1) is chartered under the laws of the United States, any State thereof or the District of Columbia, and which is insured by Landlord the Federal Deposit Insurance Corporation; and at (2) issued by a minimum having solvent nationally recognized bank with a long term issuer credit rating from of Baa3 or higher, as rated by Xxxxx’x Investors Service and/or a long term rating of BBB or higher as rated by Standard and & Poor’s Professional Rating Service ’s, under the supervision of A the Superintendent of Banks of the State of California, or a comparable rating from Xxxxx’x Professional Rating Service National Banking Association (the “Letter of Credit Rating ThresholdIssuer Requirements”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all Section 5. Xxxxx Fargo Bank is deemed an approved Bank as of the requirements of Section 21.2 below, all as set forth more particularly hereinbelowLease Date. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/C. Letter of Credit. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment)Lease, the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable sole and absolute discretion, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord upon demand. Tenant shall have no right to voluntarily replace the Letter of Credit without Landlord’s prior written approval, in Landlord’s sole and absolute discretion. Tenant shall be responsible for the payment of any and all out-of-pocket costs incurred by Landlord relating to the review of any replacement Letter of Credit (including, without limitation, reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant, and such attorneys’ fees shall be payable by Tenant to Landlord upon demand. If Landlord approves any replacement or substitute letter of credit, Landlord shall return the Letter of Credit then held by Landlord within ten business (10) business days following Landlord’s receipt of billingthe replacement or substitute Letter of Credit tendered by Tenant.

Delivery of Letter of Credit. Unless Tenant elects to deliver an amendment to the Existing Letter of Credit (as hereinafter defined) satisfying the requirements set forth in this Section 21.1 below, Tenant shall deliver to Landlord concurrent with Tenant’s 's execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “"L/-C”") in the amount set forth in Section 10 8 of the Summary (the “"L/-C Amount”"), in the form attached hereto as Exhibit I, payable in the City of San FranciscoDiego, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “"Bank”") reasonably approved by Landlord and at which Bank must have a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service 's Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a comparable letter of credit issuer rating from Xxxxx’x Professional Rating Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto) (the “"Credit Rating Threshold”"), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s 's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s 's prior written approval, in Landlord’s 's reasonable discretion, and the out-of-pocket reasonable attorney’s 's fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten thirty (1030) days of billing. Notwithstanding the foregoing, Landlord agrees that Landlord is currently the beneficiary of a letter of credit securing the Tenant’s payment and performance of its obligations under the Initial Lease in the amount of $3,100,000.00 (the "Existing Letter of Credit"), and subject to Tenant’s delivery of an amendment to such Existing Letter of Credit no later than September 15, 2017, in a form reasonably acceptable to Landlord, which (a) reduces the amount available for payment to Landlord pursuant to the Existing Letter Credit to the L-C Amount, and (b) expressly states that funds in the L-C Amount are available for Landlord draws under the Existing Letter of Credit upon the terms and conditions of Landlord’s draw rights set forth in this Lease (the "Existing L-C Amendment"), so long as such Existing Letter of Credit otherwise remains unmodified and in full force and effect, the Existing Letter of Credit as amended by the Existing L-C Amendment shall be deemed to be an L-C in satisfaction of the applicable requirements of this Article 21. In the event that Tenant elects to deliver an L-C to Landlord in accordance with this Article 21, in lieu of the Existing L-C Amendment as permitted under the preceding sentence, then promptly following Landlord's receipt of such L-C, Landlord shall deliver to Tenant the original draft of the Existing Letter of Credit, along with any and all proceeds thereof that have not been applied to costs payable therefrom in accordance with the Initial Lease.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Tenant’s execution of this LeaseLandlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code) as a result of any uncured breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 of the Summary 1(p) (the “L/-C Amount”), substantially in the form attached hereto as Exhibit I, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery), I running in favor of Landlord, drawn on Comerica Bank or a U.S. national bank (the “Bank”) reasonably approved by Landlord having operations in California and at a minimum having a long term issuer credit an investment grade rating from Standard and Poor’s Professional Rating Service of A “A” or a comparable rating from Xxxxx’x Professional Rating Service (the “Credit Rating ThresholdBank”), and otherwise conforming in all material respects to the requirements of this Article 21Section 35, including, without limitation, all of the requirements of Section 21.2 35(b), below, all as set forth more particularly hereinbelow. Tenant shall deliver the L-C to Landlord within twenty (20) days following Tenant’s execution of this Lease. In the event Tenant fails to deliver to Landlord the L-C, as required herein, in the time period required in this Section 35(a), then such failure by Tenant shall constitute a default by Tenant under this Lease, and, without limiting any of Landlord’s other rights and remedies hereunder, Landlord’s obligation to disburse the Improvement Allowance shall be suspended until such time as Tenant delivers to Landlord the L-C, and any delay in the construction of the Tenant’s Work as a result of Landlord not disbursing the Improvement Allowance shall be deemed a “Tenant Delay” (as that term is defined in the Work Letter). Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket reasonable attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within thirty (30) days of receipt of invoice together with reasonable supporting evidence. If Tenant delivers a 4th Floor ROFO Exercise Notice and/or a ROFO Exercise Notice (each as defined below) to Landlord, then within ten (10) business days after the final determination of billingthe applicable rental rate to be charged in connection therewith, Landlord shall provide written notice to Tenant as to whether it will require, in its commercially reasonable discretion, an increase in the L-C Amount in connection therewith; provided, however, that in no event shall the L-C Amount be increased by more than $35.00 per square foot of Rentable Area attributable to such exercise notice space. If applicable, Tenant shall, within ten (10) business days after receipt of such notice from Landlord, deliver to Landlord a new L-C (or amendment to the existing L-C) in such increased amount.

Delivery of Letter of Credit. No later than seven (7) days after Lease execution, Tenant shall deliver to Landlord concurrent with Tenant’s execution of this LeaseLandlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 8 of the Summary (the “L/-C Amount”), in the form attached hereto as Exhibit IG, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow. If Tenant fails to deliver the L-C within seven (7) days after Lease execution, and such failure to deliver causes a delay in the Substantial Completion of the Landlord Work, then such failure to deliver shall constitute a “Tenant Delay”, as that term is defined in the Tenant Work Letter. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket reasonable attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten thirty (1030) days of billing.

Delivery of Letter of Credit. Concurrent with Tenant's execution and delivery of this Lease, Tenant shall deliver to Landlord concurrent with Tenant’s 's execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “"L/-C”") in the amount set forth in Section 10 8 of the Summary (the “"L/-C Amount”"), in the form attached hereto as Exhibit IG, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “"Bank”") reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s 's Professional Rating Service of A or a comparable rating from Xxxxx’x Mxxxx'x Professional Rating Service (the “"Credit Rating Threshold”"), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 21.2, below, all as set forth more particularly hereinbelow. Landlord hereby approves First Republic as the Bank as of the date of this Lease. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s 's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s 's prior written approval, in Landlord’s 's reasonable discretion, and the out-of-pocket attorney’s 's fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten ( I 0) days of billing. Tenant shall have no right to voluntarily replace the L-C without Landlord's prior written approval, in Landlord's sole and absolute discretion. Tenant shall be responsible for the payment of any and all costs incurred by Landlord relating to the review of any replacement L-C (including, without limitation, Landlord's reasonable attorneys' fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant, and such attorneys' fees shall be payable by Tenant to Landlord within ten (10) days of billing. If Landlord approves any replacement or substitute letter of credit, Landlord shall return the L-C then held by Landlord within one hundred twenty (120) days following Landlord receipt of the replacement or substitute L-C tendered by Tenant.

Delivery of Letter of Credit. Within five (5) business days of Tenant's execution of this Lease and confirmation from Landlord that this Lease has been approved by Landlord and will be fully executed and delivered following receipt of the L-C, Tenant shall deliver to Landlord concurrent with Tenant’s execution of this LeaseLandlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “"L/-C”") in the amount set forth in Section 10 8 of the Summary (the “"L/-C Amount”"), in the form attached hereto as Exhibit IG, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “"Bank”") reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s 's Professional Rating Service of A or a comparable rating from Xxxxx’x Xxxxx'x Professional Rating Service (the “"Credit Rating Threshold”"), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s 's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s 's prior written approval, in Landlord’s 's reasonable discretion, and the out-of-pocket reasonable attorney’s 's fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten thirty (1030) days of billing.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Tenant’s execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 8 of the Summary (the “L/-C Amount”), in the form attached hereto as Exhibit IH, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 21.2, below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billing. Tenant shall have no right to voluntarily replace the L-C without Landlord’s prior written approval, in Landlord’s sole and absolute discretion. Tenant shall be responsible for the payment of any and all costs incurred by Landlord relating to the review of any replacement L‑C (including, without limitation, Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant, and such attorneys’ fees shall be payable by Tenant to Landlord within ten (10) days of billing. If Landlord approves any replacement or substitute letter of credit, Landlord shall return the L-C then held by Landlord within ninety-one (91) days following Landlord receipt of the replacement or substitute L-C tendered by Tenant.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Tenant’s execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease Lease, and for all losses and damages Landlord suffers (or which Landlord reasonably estimates that it may suffer (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Codesuffer) as a result of any 692326.07/WLA 123056-00076/7-12-12/ral/sew EXHIBIT X-0 -00- XXXXX XXXXXX [Blucora, Inc.] breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 8 of the Summary (the “L/-C Amount”), in the form attached hereto as Exhibit IF, payable in the City of San FranciscoBellevue, California (Washington, or payable upon delivery the City of a draw request sent by Landlord by overnight courier delivery)Seattle, Washington, running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 21.2, below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/C. In the event of an assignment by Tenant of its interest in the this Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket reasonable attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) business days of billing.. Any such substitute L-C shall conform with all of the requirements of this Article 21. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L-C.

Delivery of Letter of Credit. Concurrent with Tenant's execution and delivery of this Lease, Tenant shall deliver to Landlord concurrent with Tenant’s 's execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 8 of the Summary (the “L/-C Amount”), in the form attached hereto as Exhibit IG, payable in the City of San FranciscoDiego, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at which bank must have a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Poors Corporation of A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a letter of credit issuer rating from Mxxxx’x Investor Service of A A3 or a comparable better (or any equivalent rating thereto from Xxxxx’x Professional Rating Service any successor rating agency thereto) (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 21.2, below, all as set forth more particularly hereinbelow. As of the date of this Lease, Landlord approves Western Alliance Bancorp as the Bank; provided, however, for purposes of this Article 21, the Credit Rating Threshold shall be a rating from Mxxxx’x Investor Service of Baa2 or better (or any equivalent rating thereto from any successor rating agency thereto); provided further, however, that Landlord hereby reserves the right to reject any other bank even if such bank is rated Baa2 or higher if such bank does not satisfy the normal (i.e., not Western Alliance Bancorp) Credit Rating Threshold. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s 's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s 's prior written approval, in Landlord’s 's reasonable discretion, and the actual out-of-pocket attorney’s 's fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) business days of billing. Tenant shall have no right to voluntarily replace the L-C without Landlord's prior written approval, in Landlord's reasonable discretion provided such replacement L-C complies in all respects with the requirements of this Article 21. Tenant shall be responsible for the payment of any and all costs incurred by Landlord relating to the review of any replacement L-C (including, without limitation, Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant, and such attorneys' fees shall be payable by Tenant to Landlord within ten (10) business days of billing. If Landlord approves any replacement or substitute letter of credit, Landlord shall return the L-C then held by Landlord within one hundred (100) days following Landlord receipt of the replacement or substitute L-C tendered by Tenant; provided, however, if Tenant provides evidence reasonably satisfactory to Landlord that Tenant has the ability to satisfy its monetary obligations under this Lease when and as due, then Landlord shall return the L-C then held by Landlord within ten (10) business days following Landlord receipt of the replacement or substitute L-C tendered by Tenant.

Delivery of Letter of Credit. Within ten (10) business days following the Effective Date, Tenant shall deliver to Landlord concurrent with Tenant’s execution of this LeaseLandlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code) as a result of any breach or default by Tenant under this Lease, an unconditional, cleanirrevocable, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 8 of the Summary (the “L/-C Amount”), substantially in the form attached hereto as Exhibit IH, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A A3 or a comparable rating from Xxxxx’x Professional Rating Service (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow. As of the Effective Date, Landlord approves any of the following to be the Bank: (i) Xxxxx Fargo, (ii) Bank of America, (iii) Silicon Valley Bank or (iv) Deutsche Bank. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket reasonable attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten thirty (1030) days of billing.receipt of invoice together with reasonable supporting evidence. Provided Tenant has not previously been in material default under this Lease (after receipt of all required notices from Landlord and the expiration of all applicable cure period set forth in this Lease), then the L-C Amount may be reduced beginning as of the expiration of the tenth (10th) Lease Year to equal Redacted Landlord agrees to authorize such reduction in writing to the issuer of the L-C. With respect to the increases and decreases to the L-C amount as set forth herein, Landlord shall return the original L-C deposited hereunder to Tenant within two (2) business days following Tenant’s delivery of any new L-C.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with TenantXxxxxx’s execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 8 of the Summary (the “L/-C Amount”), in the form attached hereto as Exhibit I, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)H, running in favor of Landlord, drawn on a bank (the “Issuing Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant Xxxxxx in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether LandlordXxxxxxxx’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord Xxxxxxxx from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion. As of the date of this Lease, and Landlord hereby approves of JPMorgan Chase as the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billingIssuing Bank.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Tenant’s Landlord, within three (3) business days following the full execution and delivery of this LeaseLease by Landlord and Tenant, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and the Companion Lease, and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease or the Companion Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 M of the Summary Summary, as the same may be reduced pursuant to Section 3.5.G, below (the “L/-C Amount”), in the form attached hereto as Exhibit IF or in a form otherwise reasonably approved by Landlord, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a Bank of America, National Association, or another bank reasonably approved by Landlord (the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21Section 3.5, including, without limitation, all of the requirements of Section 21.2 3.5.B, below, all as set forth more particularly hereinbelowherein below. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the reasonable, out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten thirty (1030) days of billing.

Delivery of Letter of Credit. Concurrently with Tenant’s execution and delivery of this Lease to Landlord, Tenant shall deliver to Landlord concurrent with Tenant’s execution of this LeaseLandlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable and unconditional negotiable standby letter of credit (the “L/C”) in the amount set forth in Section 10 Letter of the Summary (the “L/C AmountCredit”), in the form attached hereto as Exhibit IF and containing the terms required herein, payable in the City of San FranciscoOakland, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association, in the amount set forth in Section 8 of the Summary (the “Letter of Credit Amount”). The Letter of Credit shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the period from the date of the full execution and delivery of this Lease and continuing until the date (the “LC Expiration Date”) that is one hundred twenty (120) days after the expiration of the Lease Term, and Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord at least sixty (60) days prior to the expiration of the Letter of Credit then held by Landlord, drawn without any action whatsoever on a the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev), International Chamber of Commerce Publication #500, or the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. In addition to the foregoing, the form and terms of the Letter of Credit (and the bank issuing the same (the “Bank”)) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject acceptable to Landlord’s prior written approval, in Landlord’s reasonable sole discretion. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (A) an event of default has occurred under this Lease, beyond the applicable notice and cure period set forth in this Lease, or (B) Tenant has filed a voluntary petition under the out-of-pocket attorneyU. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Bank has notified Landlord that the Letter of Credit will not be renewed or extended through the LC Expiration Date. The Letter of Credit will be honored by the Bank regardless of whether Tenant disputes Landlord’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant right to Landlord within ten (10) days draw upon the Letter of billingCredit.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Tenant’s execution of this Leaseon or before September 8, 2021, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 8 of the Summary (the “L/-C Amount”), in the form attached hereto as Exhibit IG, payable in the City of San FranciscoDiego, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and which Bank at a minimum having must have a long term issuer credit rating from Standard and Poor’s Professional Rating Service Poors Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Landlord) and a comparable letter of credit issuer rating from Xxxxx’x Professional Rating Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto) (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billing.

Delivery of Letter of Credit. Concurrent with Tenant's execution and delivery of this Lease, Tenant shall deliver to Landlord concurrent with Tenant’s 's execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “"L/-C”") in the amount set forth in Section 10 8 of the Summary (the “"L/-C Amount”"), in the form attached hereto as Exhibit IG, payable in the City of San FranciscoDiego, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “"Bank”") reasonably approved by Landlord and at which bank must have a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service Poors Corporation of A A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a comparable letter of credit issuer rating from Xxxxx’x Professional Rating Investor Service of A3 or better (or any equivalent rating thereto from any successor rating agency thereto) (the “"Credit Rating Threshold”"), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 21.2, below, all as set forth more particularly hereinbelow. As of the date of this Lease, Landlord approved Silicon Valley Bank as the Bank. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s 's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s 's prior written approval, in Landlord’s 's reasonable discretion, and the actual out-of-pocket attorney’s 's fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) business days of billing. Tenant shall have no right to voluntarily replace the L-C without Landlord's prior written approval, in Landlord's sole and absolute discretion. Tenant shall be responsible for the payment of any and all costs incurred by Landlord relating to the review of any replacement L-C (including, without limitation, Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant, and such attorneys' fees shall be payable by Tenant to Landlord within ten (10) business days of billing. If Landlord approves any replacement or substitute letter of credit, Landlord shall return the L-C then held by Landlord within one hundred (100) days following Landlord receipt of the replacement or substitute L-C tendered by Tenant; provided, however, if Tenant provides evidence reasonably satisfactory to Landlord that Tenant has the ability to satisfy its monetary obligations under this Lease when and as due, then Landlord shall return the L-C then held by Landlord within thirty (30) days following Landlord receipt of the replacement or substitute L-C tendered by Tenant.

Delivery of Letter of Credit. Within five (5) business days following the full execution and delivery of this Lease by Landlord and Tenant, Tenant shall deliver to Landlord concurrent with Tenant’s execution of this LeaseLandlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/-C”) in the amount set forth in Section 10 8 of the Summary (the “L/-C Amount”), substantially in the form attached hereto as Exhibit I, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)mail, running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service Fitch Ratings (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow. As of the Effective Date, Landlord approves any of the following to be the Bank: (i) Xxxxx Fargo Bank, N.A., (ii) Bank of America, N.A., (iii) Citibank, N.A. or (iv) Deutsche Bank AG. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket reasonable attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten thirty (1030) days of billingreceipt of invoice together with reasonable supporting evidence.

Delivery of Letter of Credit. Tenant shall deliver to Landlord concurrent with Tenant’s execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default (beyond applicable notice and cure periods) by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (as it may be reduced pursuant to the terms of this Article, the “L/C”) in the amount set forth in Section 10 8 of the Summary (the “L/C Amount”), in substantially the form attached hereto as Exhibit I, payable in the City of San FranciscoSanta Clara, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow. Landlord hereby approves Silicon Valley Bank as an acceptable issuing bank for the L/C. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billing.

Delivery of Letter of Credit. Concurrent with Tenant's execution and delivery of this Lease, Tenant shall deliver to Landlord concurrent with Tenant’s execution of this LeaseLandlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to or which Landlord pursuant to Section 1951.2 of the California Civil Codereasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “"L/-C”") in the amount set forth in Section 10 8 of the Summary (the “"L/-C Amount”"), in the form attached hereto as Exhibit IG, payable in the City of San FranciscoDiego, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery)California, running in favor of Landlord, drawn on a bank (the “"Bank”") reasonably approved by Landlord and at which bank must have a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Poors Corporation of A- or better (or any equivalent rating thereto from any successor or substitute rating service selected by Lessor) and a letter of credit issuer rating from Mxxxx’x Investor Service of A A3 or a comparable better (or any equivalent rating thereto from Xxxxx’x Professional Rating Service any successor rating agency thereto) (the “"Credit Rating Threshold”"), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 21.2, below, all as set forth more particularly hereinbelow. Landlord hereby approves Silicon Valley Bank as an approved Bank. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/-C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s 's consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s 's prior written approval, in Landlord’s 's reasonable discretion, and the out-of-pocket attorney’s 's fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billing.. Tenant shall have no right to voluntarily replace the L-C without Landlord's prior written approval, in Landlord's sole and absolute discretion. Tenant shall be responsible for the payment of any and all costs incurred by Landlord relating to the review of any replacement L‑C (including, without limitation, Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant, and such attorneys' fees shall be payable by Tenant to Landlord within ten (10) days of billing. If Landlord approves any replacement or substitute letter of credit (the "Replacement L-C"), Landlord shall return the L-C then held by Landlord (the "Existing L-C") within one hundred twenty (120) days following Landlord receipt of the Replacement L-C tendered by Tenant (the "120 Day Period"), provided that if prior to the expiration of the applicable 120 Day Period, (A) a voluntary petition under the Bankruptcy Code is filed by Tenant, or (B) an involuntary petition is filed against Tenant by any of Tenant's creditors under the Bankruptcy Code, then Landlord shall not be obligated to return the Existing L-C to Tenant until either all preference issues relating to payments under the Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed. Notwithstanding the delivery of a Replacement L-C, Landlord shall retain all draw rights with respect to the Existing L-C during the 120 Day Period. In connection with Landlord’s rights under Sections 21.2 through 21.6 of this Lease, Landlord, in Landlord's sole discretion, shall determine which of the L-Cs to return to Tenant or reduce in amount. 4000-0000-0000.5 391174.00001/5-24-21//mem -40- XXXXXX XXXXX [Turning Point Therapeutics]