Common use of Delivery of Letter of Credit Clause in Contracts

Delivery of Letter of Credit. Provided that ---------------------------- no Event of Default has occurred and is then continuing, at any time during the Term of this Agreement during which the Tax Escrow Fund is held by the Lender, the Owners may, upon notice to the Lender, elect to substitute for the Tax Escrow Fund a Letter of Credit (as defined below) in accordance with this subsection, in which event the Lender shall return the Tax Escrow Fund to the Owners within 30 days after the Owners deliver the Letter of Credit to the Lender. Provided that no Event of Default has occurred and is then continuing, at any time during the Term of this Agreement during which a Letter of Credit for Real Estate Taxes is held by the Lender, the Owners may, upon notice to the Lender, elect to substitute for the Letter of Credit the Tax Escrow Fund, in which event the Owners shall deliver to the Lender, in cash, the amount of the Tax Escrow Fund which would have been required at the time of the substitution if the Owners had not elected to furnish the Letter of Credit and the Lender shall return the Letter of Credit to the Owners within 30 days after its receipt of the cash for the Tax Escrow Fund. Any Letter of Credit delivered to the Lender in accordance with this subsection shall be a clean, irrevocable Letter of Credit, naming the Lender as beneficiary, in an amount equal to the maximum aggregate amount which, at any point in time during the 12 month period immediately succeeding the date on which the Letter of Credit is delivered, would have been required to have been on deposit in the Tax Escrow Fund (the "Maximum Escrow Amount") if one had been maintained, --------------------- as such amount is determined by the Lender. The Letter of Credit must be issued by an issuer (the "Issuer") that meets the Lender's ------ requirements for ratings of issuers of acceptable Letters of Credit as set forth in the DUS Guide, must comply with all other requirements for letters of credit contained in the DUS Guide and must be a so-called "evergreen" letter of credit which does not expire unless the Issuer gives the Lender at least 30 days' advance written notice of the expiration. (The term "Letter of Credit" shall mean the letter of ---------------- credit delivered to the Lender pursuant to this 101

Delivery of Letter of Credit. Provided that ---------------------------- no Event Within five (5) business days after the later of Default has occurred and is then continuing, at any time during the Term (i) mutual execution of this Agreement during which Sublease, and (ii) the Tax Escrow Fund is held by date Sublandlord has obtained and supplied the LenderLandlord Consent to Subtenant, the Owners maySubtenant will deliver to Sublandlord, upon notice to the Lender, elect to substitute as protection for the Tax Escrow Fund full and faithful performance by Subtenant of all of its obligations under this Sublease and for all losses and damages Sublandlord may suffer (or which Sublandlord reasonably estimates that it may suffer) as a result of any breach or default by Subtenant under this Sublease, an irrevocable and unconditional negotiable standby letter of credit in the amount of [***] (the “Letter of Credit Amount”), payable upon presentation to an operating retail branch located in the San Francisco Bay Area, running in favor of Sublandlord and issued by a solvent, nationally recognized bank reasonably acceptable to Sublandlord and with a long term rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Moody’s Professional Rating Service or higher, under the supervision of the Superintendent of Banks of the State of California. The Letter of Credit will (i) be “callable” at sight, irrevocable and unconditional; (ii) be maintained in effect, whether through renewal (pursuant to a so-called “evergreen provision”) or extension, for the period from the Commencement Date until the date (the “Letter of Credit Expiration Date”) that is sixty (60) days after the Sublease Expiration Date, and if the Bank (as defined below) in accordance with this subsection, in which event the Lender shall return the Tax Escrow Fund to the Owners within 30 days after the Owners deliver has notified Sublandlord that the Letter of Credit to the Lender. Provided that no Event of Default has occurred and is then continuing, at any time during the Term of this Agreement during which a Letter of Credit for Real Estate Taxes is held by the Lender, the Owners may, upon notice to the Lender, elect to substitute for will not be renewed or extended through the Letter of Credit the Tax Escrow FundExpiration Date, in which event the Owners shall Subtenant will deliver to Sublandlord a new Letter of Credit at least thirty (30) days prior to the Lenderexpiration of the Letter of Credit then held by Sublandlord, in cashwithout any action whatsoever on the part of Sublandlord; (iii) be fully transferrable by Sublandlord, its successors and assigns; (iv) be payable to Sublandlord or its assignees (collectively, “Beneficiary”); (v) require that any draw on the Letter of Credit will be made only upon receipt by the issuer of a letter signed by a purported authorized representative of Beneficiary certifying that Beneficiary is entitled to draw on the Letter of Credit pursuant to this Sublease; (vi) permit partial draws and multiple presentations and drawings; and (vi) be otherwise 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 amount form and terms of the Tax Escrow Fund which would have been required at the time of the substitution if the Owners had not elected to furnish the Letter of Credit and the Lender shall return bank issuing the same (the “Bank”) will be acceptable to Sublandlord in its sole discretion. Sublandlord hereby approves Silicon Valley Bank as an acceptable Bank. If Sublandlord notifies Subtenant 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 Subtenant will have thirty (30) days to the Owners within 30 days after its receipt of the cash for the Tax Escrow Fund. Any provide Sublandlord with a substitute Letter of Credit delivered complying with all of the requirements of this Section 5. If Subtenant does not so provide Sublandlord with a substitute Letter of Credit within such thirty (30) day period, then Beneficiary will have the right to draw upon the Lender in accordance with this subsection shall be a clean, irrevocable then current Letter of Credit, naming the Lender as beneficiary, in an amount equal but such draw or failure to the maximum aggregate amount which, at any point in time during the 12 month period immediately succeeding the date on which replace the Letter of Credit is deliveredwill not constitute a default under this Sublease. In addition to Beneficiary’s rights to draw upon the Letter of Credit as otherwise described in this Section 5, Beneficiary will have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following will have occurred or be applicable: (i) a Default has occurred; (ii) an event has occurred which, with the passage of time or giving of notice or both, would have constitute a Default where Sublandlord is prevented from, or delayed in, giving such notice because of a bankruptcy or other insolvency proceeding filed against Subtenant; (iii) this Sublease is terminated by Sublandlord due to a Default; (iv) Subtenant has filed a voluntary petition under the Bankruptcy Code; (v) an involuntary petition has been required filed against Subtenant under the Bankruptcy Code; or (vi) the Bank has notified Sublandlord that the Letter of Credit will not be renewed or extended through the Letter of Credit Expiration Date and Subtenant has not provided a replacement Letter of Credit that satisfies the requirements of this Section 5 within thirty (30) days prior to have been on deposit in the Tax Escrow Fund (expiration of the "Maximum Escrow Amount") if one had been maintainedLetter of Credit, --------------------- as but such amount is determined by draw or failure to replace the LenderLetter of Credit will not constitute a Default. The Letter of Credit must will be issued honored by an issuer (the "Issuer") that meets Bank regardless of whether Subtenant disputes Sublandlord’s right to draw upon the Lender's ------ requirements for ratings of issuers of acceptable Letters of Credit as set forth in the DUS Guide, must comply with all other requirements for letters of credit contained in the DUS Guide and must be a so-called "evergreen" letter of credit which does not expire unless the Issuer gives the Lender at least 30 days' advance written notice of the expiration. (The term "Letter of Credit" shall mean . Subtenant will be responsible for paying the letter Bank’s fees in connection with the issuance of ---------------- credit delivered any Letter of Credit, certificate of renewal or extension amendment. For the avoidance of doubt, Sections 16.2, 16.3, 16.4, and 16.5 of the Master Lease will apply to the Lender pursuant rights and obligations of the parties with respect to this 101the Letter of Credit.

Delivery of Letter of Credit. Provided that ---------------------------- no Event of Default has occurred and is then continuing, at any time during the Term of this Agreement during which the Tax Escrow Fund is held by the Lender, the Owners may, upon notice to the Lender, elect to substitute for the Tax Escrow Fund a Letter of Credit (as defined below) in accordance with this subsection, in which event the Lender shall return the Tax Escrow Fund to the Owners within 30 days after the Owners deliver the Letter of Credit to the Lender. Provided that no Event of Default has occurred and is then continuing, at any time during the Term of this Agreement during which a Letter of Credit for Real Estate Taxes is held by the Lender, the Owners may, upon notice to the Lender, elect to substitute for the Letter of Credit the Tax Escrow Fund, in which event the Owners shall deliver to the Lender, in cash, the amount of the Tax Escrow Fund which would have been required at the time of the substitution if the Owners had not elected to furnish the Letter of Credit and the Lender shall return the Letter of Credit to the Owners within 30 days after its receipt of the cash for the Tax Escrow Fund. Any Letter of Credit delivered to the Lender in accordance with this subsection shall be a clean, irrevocable Letter of Credit, naming the Lender as beneficiary, in an amount equal to the maximum aggregate amount which, at any point in time during the 12 month period immediately succeeding the date on which the Letter of Credit is delivered, would have been required to have been on deposit in the Tax Escrow Fund (the "Maximum Escrow Amount") if one had been maintained, --------------------- as such amount is determined by the Lender. The Letter of Credit must be issued by an issuer (the "Issuer") that meets the Lender's ------ requirements for ratings of issuers of acceptable Letters of Credit as set forth in the DUS Guide, must comply with all other requirements for letters of credit contained in the DUS Guide and must be a so-called "evergreen" letter of credit which does not expire unless the Issuer gives the Lender at least 30 days' advance written notice of the expiration. (The term "Letter of Credit" shall mean the letter of ---------------- credit delivered to the Lender pursuant to this 101107 119

Delivery of Letter of Credit. Provided that ---------------------------- no Event of Default has occurred Concurrently with Tenant’s execution and is then continuing, at any time during the Term delivery of this Agreement during which Lease to Landlord, and as an express condition to Landlord’s obligation to pay the Tax Escrow Fund is held by Buyout Allowance to Tenant, Tenant shall deliver to Landlord a letter of credit (“Letter of Credit”) in the Lender, the Owners may, upon notice to the Lender, elect to substitute for the Tax Escrow Fund a amount of Seven Hundred Thousand and No/100 Dollars ($700,000.00). The Letter of Credit (as defined below) in accordance with this subsection, in which event the Lender shall return the Tax Escrow Fund to the Owners within 30 days after the Owners deliver the Letter of Credit to the Lender. Provided that no Event of Default has occurred and is then continuing, at any time during the Term of this Agreement during which a Letter of Credit for Real Estate Taxes is be held by Landlord as security for the Lenderperformance by Tenant of all its material obligations under this Lease. Upon the occurrence of a Default hereunder by Tenant, the Owners Landlord may, upon notice from time to the Lendertime, elect to substitute for the Letter of Credit the Tax Escrow Fund, in which event the Owners shall deliver to the Lender, in cash, the amount of the Tax Escrow Fund which would have been required at the time of the substitution if the Owners had not elected to furnish draw on the Letter of Credit and utilize the Lender proceeds, therefor (the “Security Deposit”) to the extent necessary to satisfy any and all amounts due and owing under Section 23 arising out of such Default. Any remaining balance of the Security Deposit shall return be returned by Landlord to Tenant at the earlier of within 30 days after (a) the termination or expiration of this Lease and the full and complete satisfaction of Tenant’s obligations hereunder; (b) the day on which the amount of the Letter of Credit to the Owners within 30 days after its receipt of the cash for the Tax Escrow Fund. Any Letter of Credit delivered to the Lender that Tenant must maintain is reduced in accordance with this subsection shall be a clean, irrevocable Letter of Credit, naming the Lender Section 4.3.2(b) so long as beneficiary, in an amount equal Tenant delivers to the maximum aggregate amount which, at any point in time during the 12 month period immediately succeeding the date on which the Letter of Credit is delivered, would have been required to have been on deposit in the Tax Escrow Fund (the "Maximum Escrow Amount") if one had been maintained, --------------------- as such amount is determined by the Lender. The Letter of Credit must be issued by an issuer (the "Issuer") that meets the Lender's ------ requirements for ratings of issuers of acceptable Landlord substitute Letters of Credit as set forth in accordance with Section 4.3.2(b); or (c) in the DUS Guideevent of a Default which may be cured by the payment of money, must comply upon payment in full of such amount in full satisfaction and discharge of such Default as reasonably required by Landlord if Landlord elects, in its sole and absolute discretion, to accept such payment in cure of such Default, provided that Landlord’s election to accept such payment of money in satisfaction and cure of any Default shall not constitute a waiver by Landlord of any of its rights or remedies under Section 23 of this Lease with all respect to any further or subsequent Default, and provided further, that Landlord shall not be deemed to have accepted any such payment of money in cure of any Default and the payment of money shall not be deemed or constitute a cure of the Default unless and until Landlord has agreed in writing with Tenant that acceptance of such payment constitutes a discharge and cure of such Default. The Security Deposit shall not be considered an advance payment of rental or a measure of Landlord's damages in case of Default by Tenant. Tenant shall not be entitled to receive and shall not receive any interest on the Security Deposit, and Landlord may commingle the same with other requirements for letters monies of credit contained Landlord. In the event of a sale or transfer of Landlord’s interest in the DUS Guide Premises, Landlord shall have the right to transfer the Security Deposit to the purchaser or lessor, as the case may be, and must upon any such transfer Landlord shall be a so-called "evergreen" letter relieved of credit which does not expire unless all liability to Tenant for the Issuer gives the Lender at least 30 days' advance written notice return of the expiration. (The term "Letter of Credit" Security Deposit, and Tenant shall mean the letter of ---------------- credit delivered look solely to the Lender pursuant to this 101new owner or lessor for the return of the Security Deposit.