Common use of Letter of Credit Security Deposit Clause in Contracts

Letter of Credit Security Deposit. Within ten (10) business days following Landlord’s and Tenant’s execution and delivery of this Lease, Tenant shall deliver to Landlord a standby, unconditional, irrevocable letter of credit in the substantially the same form as attached hereto as Exhibit E (the “Letter of Credit”) in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000.00), naming Landlord as beneficiary, issued by a national banking association reasonably approved by Landlord within five (5) business days, permitting draws thereon, as security for the full performance by Tenant of its obligations hereunder. Silicon Valley Bank is hereby approved by Landlord if selected by Tenant as the issuing bank. The term of such Letter of Credit, or any extension thereof or any replacement letter of credit, shall be for a period of not less than one year and shall be renewed annually. If the Letter of Credit is not renewed within thirty (30) days prior to its expiration date and a replacement Letter of Credit has not been provided to Landlord by such date, the Landlord may draw entire the Letter of Credit and hold the proceeds thereof as a cash security deposit (the “Security Deposit”) pursuant to the terms and provisions of this Lease. In the event Landlord transfers or assigns this Lease, Tenant shall cause the Letter of Credit to be reissued in the name of Landlord’s transferee or assignee and Tenant shall pay the first transfer fee in connection with any such assignment and Landlord shall pay all subsequent transfer fees. In the event of default by Tenant under the Lease and after the expiration of any applicable notice and cure period, if any, Landlord, at its option and in addition to any other rights or remedies Landlord may have, may immediately draw all or a portion of the amount of the Letter of Credit. The sums obtained by Landlord from the Letter of Credit may be used by the Landlord to: (i) cure the default by Tenant including, but not limited to, for the payment of Base Rent, Additional Rent, late fees, interest, fees and expenses; (ii) to reimburse Landlord for the costs and expenses incurred by Landlord in connection with this Lease, including but not limited to, broker commissions and fees and the Tenant Allowance in the Work Letter; and (iii) reimburse Landlord for the reasonable direct costs of Landlord in drawing any amount under any Letter of Credit. In no event may Tenant require Landlord to draw and apply such Letter of Credit or any portion thereof for Base Rent, Additional Rent or other charges past due or to accrue under the Lease. The balance of the sums obtained from the Letter of Credit after curing of Tenant’s default, if any, shall be held by Landlord as a Security Deposit until Tenant provides a replacement Letter of Credit, in which event the monies held by Landlord shall be returned to Tenant within thirty (30) days. Notwithstanding the foregoing, if Tenant is not then in default under the provisions of this Lease beyond applicable notice and cure periods (or as soon thereafter as all such defaults are cured), on the last day of the first (1st) year of the Lease and each year thereafter, the Letter of Credit shall be reduced by ten percent (10%) per year. If Tenant exercises the Partial Premises Termination Right, the Lease Termination Right as to only a portion of the Premises or an Option to Extend as to only a portion of the Premises, the amount of the Letter of Credit shall be reduced proportionately. In the event that Tenant complies with terms and conditions set forth in this Section 3.2, then effective as of the date of the applicable date of reduction, Tenant shall have the right to reduce the Letter of Credit amount as set forth above via the delivery to Landlord of either (x) an amendment to the existing Letter of Credit (in form and content reasonably acceptable to Landlord in accordance with this Section 3.2) modifying the Letter of Credit amount to the amount then required under this Section 3.2, or (y) an entirely new Letter of Credit (in the form and content otherwise required in this Section 3.2) in the total Letter of Credit amount then required under this Section 3.2. Any reduction in the Letter of Credit amount shall be accomplished by Tenant providing Landlord, at Tenant’s expense, with a substitute Letter of Credit or an amendment to the existing Letter of Credit in the reduced amount and otherwise in accordance with the terms and conditions of this Section 3.2. Landlord agrees to execute any documents reasonably requested by the issuer of the Letter of Credit (provided such documents are factually accurate and provided further that the subject reduction is permitted under the terms of this Section 3.02) within ten (10) business days after receipt of written request from Tenant or such issuer in order to accomplish such reductions and Landlord’s failure to timely execute and deliver such documents shall be a default under this Lease upon the expiration of five (5) business days’ notice from Tenant that Landlord has failed to perform such obligation (the “L-C Return Default”). Upon any such L-C Return Default, Landlord shall be liable to Tenant for a late delivery fee equal to $250 per day that such L-C Return Default continues. In the event Landlord holds a Security Deposit as a result of the drawing on the Letter of Credit, such Security Deposit shall be security for the full performance by Tenant of its obligations hereunder. If Tenant defaults under any provision hereof beyond applicable notice and cure periods, Landlord shall be entitled, at its option, to apply or retain all or any part of the Security Deposit for the payment of any Base Rent, Additional Rent, other sum owing by Tenant to Landlord, or any amount which Landlord may become obligated to spend because of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer because of Tenant’s default. If any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) business days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its full amount. Tenant’s failure to do so shall be a material default under this Lease. Landlord shall not be required to keep the Security Deposit separate from its other accounts and no trust relationship is created with respect to the Security Deposit. Tenant shall not be entitled to interest on the Security Deposit. If Tenant fully performs every provision of this Lease to be performed by it, the Letter of Credit and Security Deposit or any balance thereof shall be returned to Tenant within thirty (30) days following the expiration of the term of this Lease or any period of holding over. Landlord’s rights with respect to the Security Deposit and Letter of Credit shall be in addition to and shall not preclude concurrent, alternative or successive exercises of any other rights or remedies available to Landlord.

Letter of Credit Security Deposit. Within ten (10) business days following Landlord’s and Tenant’s execution and delivery after the date of this Lease but in any event prior to occupancy of any portion of the Premises, Tenant shall pay to Landlord as a security deposit for the performance of the obligations of Tenant hereunder (i) the amount of $4,500,000.00 (the "Initial Letter of Credit Security Deposit") in the form of a letter of credit in accordance with the provisions of this Section 8.18 and (ii) the amount of $4,000,000.00 (the "Additional Letter of Credit Security Deposit") in the form of a letter of credit in accordance with the provisions of this Section 8.18. (a) Tenant shall deliver to Landlord the Initial Letter of Credit Security Deposit and the Additional Letter of Credit Security Deposit containing all of the following terms and satisfying all of the following conditions (which terms and conditions are hereinafter referred to as the "Letter of Credit Terms and Conditions"): (i) the letters of credit shall be irrevocable, (ii) the letters of credit shall only require the presentation to the issuer of a duly authorized certificate of the holder of the letter of credit stating that a default has occurred under this Lease, that all applicable notice and cure periods have expired without cure, and stating the amount of the default and requested draw, (iii) the letters of credit shall be payable to Landlord or its successors in interest as the Landlord under this Lease and shall be freely transferable without cost, to any such successor or any lender holding a collateral assignment of Landlord's interest in the Lease, (iv) the letters of credit shall be in the amounts required under this Section 8.18, (v) the letters of credit shall be for a term of not less than 12 months, (vi) the letters of credit shall be in form and substance reasonably acceptable to Landlord, and (vii) the letters of credit shall be drawn on a commercial bank or savings and loan association which is reasonably acceptable to Landlord and is doing business in a major northeastern United States city (said Initial Letter of Credit Security Deposit and Additional Letter of Credit Security Deposit and every renewal thereof and every new letter of credit in replacement or substitution thereof, are hereinafter referred to as the "Letter of Credit Security Deposits"). Not less than thirty (30) days before the expiration of the initial Letter of Credit Security Deposits and every renewal thereof, Tenant shall deliver to Landlord a standby, unconditional, irrevocable letter renewal of credit in the substantially the same form as attached hereto as Exhibit E (the “Letter of Credit”) in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000.00), naming Landlord as beneficiary, issued by a national banking association reasonably approved by Landlord within five (5) business days, permitting draws thereon, as security for the full performance by Tenant of its obligations hereunder. Silicon Valley Bank is hereby approved by Landlord if selected by Tenant as the issuing bank. The term of such Letter of Credit, or any extension thereof or any replacement letter of credit, shall be for a period of not less than one year and shall be renewed annually. If the Letter of Credit is not renewed within thirty (30) days prior to its expiration date and a replacement Security Deposits or new Letter of Credit has not been Security Deposits, in either case, except as otherwise expressly provided to Landlord by such dateherein, the Landlord may draw entire containing and satisfying the Letter of Credit Security Deposits Terms and hold the proceeds thereof as a cash security deposit (the “Security Deposit”) pursuant to the terms and provisions of this Lease. In the event Landlord transfers or assigns this Lease, Tenant shall cause the Letter of Credit to be reissued in the name of Landlord’s transferee or assignee and Tenant shall pay the first transfer fee in connection with any such assignment and Landlord shall pay all subsequent transfer fees. In the event of default by Tenant under the Lease and after the expiration of any applicable notice and cure period, if any, Landlord, at its option and in addition to any other rights or remedies Landlord may have, may immediately draw all or a portion of the amount of the Letter of Credit. The sums obtained by Landlord from the Letter of Credit may be used by the Landlord to: (i) cure the default by Tenant including, but not limited to, for the payment of Base Rent, Additional Rent, late fees, interest, fees and expenses; (ii) to reimburse Landlord for the costs and expenses incurred by Landlord in connection with this Lease, including but not limited to, broker commissions and fees and the Tenant Allowance in the Work Letter; and (iii) reimburse Landlord for the reasonable direct costs of Landlord in drawing any amount under any Letter of Credit. In no event may Tenant require Landlord to draw and apply such Letter of Credit or any portion thereof for Base Rent, Additional Rent or other charges past due or to accrue under the Lease. The balance of the sums obtained from the Letter of Credit after curing of Tenant’s default, if any, shall be held by Landlord as a Security Deposit until Tenant provides a replacement Letter of Credit, in which event the monies held by Landlord shall be returned to Tenant within thirty (30) daysConditions. Notwithstanding the foregoing, if Tenant is not then in default under the provisions of this Lease beyond applicable notice and cure periods (or as soon thereafter as all such defaults are cured), on the last day of the first (1st) year of the Lease and each year thereafter, the Letter of Credit shall Security Deposits to be reduced by ten percent (10%) per year. If Tenant exercises the Partial Premises Termination Right, the Lease Termination Right as to only a portion of the Premises or an Option to Extend as to only a portion of the Premises, the amount of the Letter of Credit shall be reduced proportionately. In the event that Tenant complies with terms and conditions set forth in this Section 3.2, then effective as of the date of the applicable date of reduction, Tenant shall have the right to reduce the Letter of Credit amount as set forth above via the delivery to Landlord of either (x) an amendment to the existing Letter of Credit (in form and content reasonably acceptable to Landlord in accordance with this Section 3.2) modifying the Letter of Credit amount to the amount then required under this Section 3.2, or (y) an entirely new Letter of Credit (in the form and content otherwise required in this Section 3.2) in the total Letter of Credit amount then required under this Section 3.2. Any reduction in the Letter of Credit amount shall be accomplished delivered by Tenant providing Landlord, at Tenant’s expense, with a substitute Letter of Credit or an amendment to the existing Letter of Credit in the reduced amount and otherwise in accordance with the terms and conditions of this Section 3.2. Landlord agrees to execute any documents reasonably requested by the issuer of the Letter of Credit (provided such documents are factually accurate and provided further that the subject reduction is permitted under the terms of this Section 3.02) within ten (10) business days after receipt of written request from Tenant or such issuer in order to accomplish such reductions and Landlord’s failure to timely execute and deliver such documents shall be a default under this Lease upon the expiration of five (5) business days’ notice from Tenant that Landlord has failed to perform such obligation (the “L-C Return Default”). Upon any such L-C Return Default, Landlord shall be liable to Tenant for a late delivery fee equal to $250 per day that such L-C Return Default continues. In the event Landlord holds a Security Deposit as a result of the drawing on the Letter of Credit, such Security Deposit shall be security for the full performance by Tenant final period of its obligations hereunder. If Tenant defaults under any provision hereof beyond applicable notice and cure periods, Landlord shall be entitled, at its option, to apply 12 or retain all or any part of the Security Deposit for the payment of any Base Rent, Additional Rent, other sum owing by Tenant to Landlord, or any amount which Landlord may become obligated to spend because of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer because of Tenant’s default. If any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) business days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its full amount. Tenant’s failure to do so shall be a material default under this Lease. Landlord shall not be required to keep the Security Deposit separate from its other accounts and no trust relationship is created with respect to the Security Deposit. Tenant shall not be entitled to interest on the Security Deposit. If Tenant fully performs every provision of this Lease to be performed by it, the Letter of Credit and Security Deposit or any balance thereof shall be returned to Tenant within thirty (30) days following fewer months before the expiration of the term Term of this Lease or any period of holding over. Landlord’s rights with respect to the Security Deposit and Letter of Credit shall be in addition to and shall for a term ending not preclude concurrent, alternative or successive exercises sooner than 30 days after the expiration of any other rights or remedies available to Landlordthe Term of this Lease.

Letter of Credit Security Deposit. Within ten (10) business days following Landlord’s and Tenant’s execution and delivery Tenant shall deposit with Landlord on the signing of this Lease, Tenant shall deliver to Landlord Lease a standby, “clean,” unconditional, irrevocable and transferable letter of credit in the substantially the same form as attached hereto as Exhibit E (the “Letter of Credit”) ), substantially in the form attached hereto as Exhibit J, in the amount of Three Two Million Ninety-Four Thousand Five Hundred Thousand Twenty-Eight and No/100 Dollars ($3,500,000.002,094,528.00), naming Landlord as beneficiarysatisfactory to Landlord, issued by and drawn on a national banking association bank reasonably approved by satisfactory to Landlord within five (5it being agreed that as of the date hereof Silicon Valley Bank is hereby deemed satisfactory to Landlord), for the account of Landlord, for a term of not less than one (1) business days, permitting draws thereonyear, as security for the full faithful performance and observance by Tenant of its obligations hereunder. Silicon Valley Bank is hereby approved by Landlord if selected by Tenant as the issuing bank. The term of such Letter of Creditterms, or any extension thereof or any replacement letter of creditcovenants, shall be for a period of not less than one year and shall be renewed annually. If the Letter of Credit is not renewed within thirty (30) days prior to its expiration date and a replacement Letter of Credit has not been provided to Landlord by such date, the Landlord may draw entire the Letter of Credit and hold the proceeds thereof as a cash security deposit (the “Security Deposit”) pursuant to the terms conditions and provisions of this Lease, including the surrender of possession of the Premises to Landlord as herein provided. In The Letter of Credit shall either (x) expire sixty (60) days after the event Landlord transfers Expiration Date (the “LC Date”) or assigns this Lease(y) be automatically self-renewing until the LC Date. For the avoidance of doubt, if the Term is extended by reason of amendment or any other reason, Tenant shall cause be obligated to continue to provide to Landlord and maintain for Landlord’s benefit the Letter of Credit to be reissued in until the name of Landlord’s transferee or assignee and Tenant shall pay the first transfer fee in connection with date which is sixty (60) days after any such assignment and Landlord shall pay all subsequent transfer fees. In extended Expiration Date (which later date will be the event of default by Tenant under the Lease and after the expiration of any applicable notice and cure period, if any, Landlord, at its option and in addition to any other rights or remedies Landlord may have, may immediately draw all or a portion of the amount of the Letter of CreditLC Date once such amendment is entered into). The sums obtained by Landlord from the Letter of Credit may and any replacement Letter of Credit shall state that drafts drawn under and in compliance with the terms of such Letter of Credit will be used duly honored upon presentation to the issuing bank in person or by the Landlord to: (i) cure the default by Tenant including, but not limited to, for the payment of Base Rent, Additional Rent, late fees, interest, fees and expenses; (ii) to reimburse Landlord for the costs and expenses incurred by Landlord in connection with this Lease, including but not limited to, broker commissions and fees and the Tenant Allowance courier at its office location in the Work LetterCity, County and State of New York; and (iii) reimburse provided, however, that Landlord for the reasonable direct costs of Landlord in drawing any amount under any Letter of Credit. In no event may Tenant require Landlord to draw and apply such shall agree that a Letter of Credit or any portion thereof for Base Rent, Additional Rent or other charges past due or to accrue under the Lease. The balance of the sums obtained from the replacement Letter of Credit after curing that does not provide for presentation as aforesaid is acceptable (provided that the other conditions hereof are satisfied) so long as (a) the issuing bank is licensed to do business in the State of Tenant’s defaultNew York, if any, shall be held by Landlord as a Security Deposit until Tenant provides a replacement Letter of Credit, in which event (b) the monies held by Landlord shall be returned issuing bank is subject to Tenant within thirty (30) days. Notwithstanding the foregoing, if Tenant is not then in default under the provisions of this Lease beyond applicable notice and cure periods (or as soon thereafter as all such defaults are cured), on the last day jurisdiction of the first courts sitting in the State of New York, and (1stc) year of the Lease and each year thereafter, the such Letter of Credit shall be reduced allows for presentation by ten percent (10%) per year. If Tenant exercises facsimile or other electronic means without the Partial Premises Termination Right, need to present or deliver the Lease Termination Right as to only a portion of the Premises or an Option to Extend as to only a portion of the Premises, the amount of the original Letter of Credit shall be reduced proportionately. In the event that Tenant complies with terms and conditions set forth in this Section 3.2, then effective as of the date of the applicable date of reduction, Tenant shall have the right to reduce the Letter of Credit amount as set forth above via the delivery to Landlord of either (x) an amendment to the existing Letter of Credit (in form and content reasonably acceptable to Landlord in accordance with this Section 3.2) modifying the Letter of Credit amount to the amount then required under this Section 3.2, or (y) an entirely new Letter of Credit (in the form and content otherwise required in this Section 3.2) in the total Letter of Credit amount then required under this Section 3.2. Any reduction in the Letter of Credit amount shall be accomplished by Tenant providing Landlord, at Tenant’s expense, with a substitute Letter of Credit or an amendment to the existing Letter of Credit in the reduced amount and otherwise in accordance with the terms and conditions of this Section 3.2. Landlord agrees to execute any documents reasonably requested by the issuer of the Letter of Credit (provided such documents are factually accurate and provided further that the subject reduction is permitted under the terms of this Section 3.02) within ten (10) business days after receipt of written request from Tenant or such issuer in order to accomplish such reductions and Landlord’s failure to timely execute and deliver such documents shall be a default under this Lease upon the expiration of five (5) business days’ notice from Tenant that Landlord has failed to perform such obligation (the “L-C Return Default”). Upon any such L-C Return Default, Landlord shall be liable to Tenant for a late delivery fee equal to $250 per day that such L-C Return Default continues. In the event Landlord holds a Security Deposit as a result of the condition precedent to drawing on the Letter of Credit, such Security Deposit shall be security for the full performance by Tenant of its obligations hereunder. If Tenant defaults under any provision hereof beyond applicable notice and cure periods, Landlord shall be entitled, at its option, to apply or retain all or any part of the Security Deposit for the payment of any Base Rent, Additional Rent, other sum owing by Tenant to Landlord, or any amount which Landlord may become obligated to spend because of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer because of Tenant’s default. If any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) business days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its full amount. Tenant’s failure to do so shall be a material default under this Lease. Landlord shall not be required to keep the Security Deposit separate from its other accounts and no trust relationship is created with respect to the Security Deposit. Tenant shall not be entitled to interest on the Security Deposit. If Tenant fully performs every provision of this Lease to be performed by it, the Letter of Credit and Security Deposit or any balance thereof shall be returned to Tenant within thirty (30) days following the expiration of the term of this Lease or any period of holding over. Landlord’s rights with respect to the Security Deposit and Letter of Credit shall be in addition to and shall not preclude concurrent, alternative or successive exercises of any other rights or remedies available to Landlordupon same.

Letter of Credit Security Deposit. Within ten (10) business days following Landlord’s and Tenant’s execution and delivery In addition to the foregoing, the Letter of this Lease, Tenant shall deliver to Landlord a standby, unconditional, Credit Security Deposit portion of the Security Deposit may be in the form of an irrevocable letter of credit in the substantially the same form as attached hereto as Exhibit E (the “Letter of Credit”), which Letter of Credit shall: (a) be in the amount of Three Million Five Hundred Thousand Dollars $60,000.00; ($3,500,000.00), naming b) be issued on the form attached hereto as Exhibit H; (c) name Landlord as its beneficiary; and (d) be drawn on an FDIC insured financial institution satisfactory to the Landlord. The Letter of Credit (and any renewals or replacements thereof) shall be for a term of not less than 1 year. Tenant agrees that it shall from time to time, issued by as necessary, whether as a national banking association reasonably approved result of a draw on the Letter of Credit by Landlord within five (5) business dayspursuant to the terms hereof or as a result of the expiration of the Letter of Credit then in effect, permitting draws thereon, as security for renew or replace the full performance by Tenant original and any subsequent Letter of its obligations hereunder. Silicon Valley Bank is hereby approved by Landlord if selected by Tenant as the issuing bank. The term of such Credit so that a Letter of Credit, or any extension thereof or any replacement letter in the amount required hereunder, is in effect until a date which is at least 60 days after the Termination Date of credit, shall be for a period of not less than one year and shall be renewed annuallythe Lease. If Tenant fails to furnish such renewal or replacement at least 60 days prior to the stated expiration date of the Letter of Credit is not renewed within thirty (30) days prior to its expiration date and a replacement Letter of Credit has not been provided to Landlord then held by such dateLandlord, the Landlord may draw entire the upon such Letter of Credit and hold the proceeds thereof (and such proceeds need not be segregated) as a cash security deposit (the “Security Deposit”) Deposit pursuant to the terms and provisions of this LeaseSection 6. In Any renewal or replacement of the event original or any subsequent Letter of Credit shall meet the requirements for the original Letter of Credit as set forth above, except that such replacement or renewal shall be issued by an FDIC insured financial institution satisfactory to the Landlord transfers at the time of the issuance thereof. If Landlord draws on the Letter of Credit as permitted in this Lease or assigns this Leasethe Letter of Credit, then, upon demand of Landlord, Tenant shall cause restore the amount available under the Letter of Credit to be reissued in its original amount by providing Landlord with an amendment to the name Letter of Landlord’s transferee or assignee and Tenant shall pay Credit evidencing that the first transfer fee in connection with any such assignment and Landlord shall pay all subsequent transfer feesamount available under the Letter of Credit has been restored to its original amount. In the event of default alternative, Tenant may provide Landlord with cash, to be held by Tenant Landlord in accordance with this Section, equal to the restoration amount required under the Lease and after the expiration of any applicable notice and cure period, if any, Landlord, at its option and in addition to any other rights or remedies Landlord may have, may immediately draw all or a portion of the amount of the Letter of Credit. The sums obtained by Landlord from Subject to the Letter of Credit may be used by the Landlord to: (i) cure the default by Tenant including, but not limited to, for the payment of Base Rent, Additional Rent, late fees, interest, fees and expenses; (ii) to reimburse Landlord for the costs and expenses incurred by Landlord in connection with this Lease, including but not limited to, broker commissions and fees and the Tenant Allowance in the Work Letter; and (iii) reimburse Landlord for the reasonable direct costs of Landlord in drawing any amount under any Letter of Credit. In no event may Tenant require Landlord to draw and apply such Letter of Credit or any portion thereof for Base Rent, Additional Rent or other charges past due or to accrue under the Lease. The balance of the sums obtained from the Letter of Credit after curing of Tenant’s default, if any, shall be held by Landlord as a Security Deposit until Tenant provides a replacement Letter of Credit, in which event the monies held by Landlord shall be returned to Tenant within thirty (30) days. Notwithstanding the foregoing, if Tenant is not then in default under the provisions remaining terms of this Section 6, and provided Tenant has timely paid all Rent due under this Lease beyond applicable notice and cure periods (or as soon thereafter as all such defaults are cured), on during the last day 12 month period immediately preceding the effective date of the first (1st) year of the Lease and each year thereafter, the Letter of Credit shall be reduced by ten percent (10%) per year. If Tenant exercises the Partial Premises Termination Right, the Lease Termination Right as to only a portion of the Premises or an Option to Extend as to only a portion of the Premises, the amount any reduction of the Letter of Credit shall be reduced proportionately. In the event that Tenant complies with terms and conditions set forth in this Section 3.2, then effective as of the date of the applicable date of reductionSecurity Deposit, Tenant shall have the right to reduce the amount of the Security Deposit (i.e., the Letter of Credit) so that the reduced Letter of Credit amount amounts will be as set forth above via follows: (i) $48,000.00 effective as of the delivery first anniversary of the Commencement Date; (ii) $36,000.00 effective as of the second anniversary of the Commencement Date; (iii) $24,000.00 effective as of third anniversary of the Commencement Date; (iv) $12,000.00 effective as of the fourth anniversary of the Commencement Date and (v) $0.00 effective as of the fifth anniversary of the Commencement Date. If Tenant is not entitled to Landlord of either (x) an amendment to the existing Letter of Credit (in form and content reasonably acceptable to Landlord in accordance with this Section 3.2) modifying reduce the Letter of Credit Security Deposit as of a particular reduction effective date due to Tenant’s failure to timely pay all Rent during the 12 months prior to that particular reduction effective date, then any subsequent reduction(s) Tenant is entitled to hereunder shall be reduced by the amount of the reduction Tenant would have been entitled to had Tenant timely paid all Rent during the 12 months prior to that particular earlier reduction effective date. Notwithstanding anything to the amount then required contrary contained herein, if Tenant has been in default under this Section 3.2, or (y) an entirely new Lease at any time prior to the effective date of any reduction of the Letter of Credit (in Security Deposit and Tenant has failed to cure such default within any applicable cure period, then Tenant shall have no further right to reduce the form and content otherwise required in this Section 3.2) in amount of the total Letter of Credit amount then required under this Section 3.2Security Deposit as described herein. Any reduction in the Letter of Credit amount shall be accomplished by Tenant providing Landlord, at Tenant’s expense, Landlord with a substitute Letter letter of Credit or an amendment to the existing Letter of Credit credit in the reduced amount and otherwise in accordance with the terms and conditions of this Section 3.2. Landlord agrees to execute any documents reasonably requested by the issuer of the Letter of Credit (provided such documents are factually accurate and provided further that the subject reduction is permitted under the terms of this Section 3.02) within ten (10) business days after receipt of written request from Tenant or such issuer in order to accomplish such reductions and Landlord’s failure to timely execute and deliver such documents shall be a default under this Lease upon the expiration of five (5) business days’ notice from Tenant that Landlord has failed to perform such obligation (the “L-C Return Default”). Upon any such L-C Return Default, Landlord shall be liable to Tenant for a late delivery fee equal to $250 per day that such L-C Return Default continues. In the event Landlord holds a Security Deposit as a result of the drawing on the Letter of Credit, such Security Deposit shall be security for the full performance by Tenant of its obligations hereunder. If Tenant defaults under any provision hereof beyond applicable notice and cure periods, Landlord shall be entitled, at its option, to apply or retain all or any part of the Security Deposit for the payment of any Base Rent, Additional Rent, other sum owing by Tenant to Landlord, or any amount which Landlord may become obligated to spend because of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer because of Tenant’s default. If any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) business days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its full amount. Tenant’s failure to do so shall be a material default under this Lease. Landlord shall not be required to keep the Security Deposit separate from its other accounts and no trust relationship is created with respect to the Security Deposit. Tenant shall not be entitled to interest on the Security Deposit. If Tenant fully performs every provision of this Lease to be performed by it, the Letter of Credit and Security Deposit or any balance thereof shall be returned to Tenant within thirty (30) days following the expiration of the term of this Lease or any period of holding over. Landlord’s rights with respect to the Security Deposit and Letter of Credit shall be in addition to and shall not preclude concurrent, alternative or successive exercises of any other rights or remedies available to Landlord.

Letter of Credit Security Deposit. Within ten Any such LOC shall be issued by an LOC Bank (10as hereinafter defined) business days following Landlord’s selected by Subtenant and Tenant’s execution and delivery of this Leasereasonably acceptable to Sublandlord. An LOC Bank is a bank that accepts deposits, Tenant shall deliver to Landlord a standbymaintains accounts, unconditional, irrevocable letter of credit has an office in the substantially the same form as attached hereto as Exhibit E (the “Letter City of Credit”) in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000.00)Mountain View, naming Landlord as beneficiary, issued by California that will negotiate a national banking association reasonably approved by Landlord within five (5) business days, permitting draws thereon, as security for the full performance by Tenant of its obligations hereunder. Silicon Valley Bank is hereby approved by Landlord if selected by Tenant as the issuing bank. The term of such Letter of Credit, or any extension thereof or any replacement letter of credit, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Subtenant represents and warrants that, at the time of issuance of any LOC hereunder by Xxxxx Fargo Bank, such bank shall be an LOC Bank. Accordingly, Sublandlord hereby acknowledges and agrees that Xxxxx Fargo Bank is an acceptable LOC Bank. Subtenant shall pay all expenses, points or fees incurred to obtain the LOC. The LOC shall provide that drafts will be honored on sight if accompanied by a statement signed by Sublandlord asserting either (i) that Subtenant is in default, beyond applicable notice and cure periods, under this Sublease or that Subtenant is in default under this Sublease and is not entitled to a notice and/or cure period for a period the applicable default, and that Sublandlord is entitled to draw upon the LOC pursuant to the terms of not less than one year this Sublease, or (ii) Subtenant failed to renew or replace the LOC at least thirty (30) days prior, to its expiration date. The LOC shall provide that it is freely transferable by Sublandlord, without charge and without recourse, to the assignee or transferee of Sublandlord’s interest in the Demised Premises, and that the LOC Bank will confirm the same to Sublandlord and such assignee or transferee upon request. The LOC shall be renewed annuallyautomatically renewable on an annual basis, subject to the reduction provisions of the last sentence of Section 12(a) above, during the Term and for thirty (30) days following the expiration or earlier termination of this Sublease. If the Letter of Credit is not renewed within Subtenant fails to renew or replace any LOC at least thirty (30) days prior to its expiration date and a replacement Letter of Credit has not been provided to Landlord by such dateexpiration, the Landlord may draw entire the Letter of Credit and hold the proceeds thereof as a cash security deposit (the “Security Deposit”) pursuant to the terms and provisions of this Lease. In the event Landlord transfers or assigns this LeaseSublandlord may, Tenant shall cause the Letter of Credit to be reissued in the name of Landlord’s transferee or assignee and Tenant shall pay the first transfer fee in connection with any such assignment and Landlord shall pay all subsequent transfer fees. In the event of default by Tenant under the Lease and after the expiration of any applicable notice and cure period, if any, Landlord, at its option and in addition without prejudice to any other rights or remedies Landlord may have, may immediately draw all or a portion of the amount of the Letter of Credit. The sums obtained by Landlord from the Letter of Credit may be used by the Landlord to: (i) cure the default by Tenant including, but not limited to, for the payment of Base Rent, Additional Rent, late fees, interest, fees remedy it has and expenses; (ii) to reimburse Landlord for the costs and expenses incurred by Landlord in connection with this Lease, including but not limited to, broker commissions and fees and the Tenant Allowance in the Work Letter; and (iii) reimburse Landlord for the reasonable direct costs of Landlord in drawing any amount under any Letter of Credit. In no event may Tenant require Landlord to draw and apply such Letter of Credit or any portion thereof for Base Rent, Additional Rent or other charges past due or to accrue under the Lease. The balance of the sums obtained from the Letter of Credit after curing of Tenant’s default, if any, shall be held by Landlord as a Security Deposit until Tenant provides a replacement Letter of Credit, in which event the monies held by Landlord shall be returned to Tenant within thirty (30) days. Notwithstanding the foregoing, if Tenant is not then in default under the provisions of this Lease beyond applicable notice and cure periods (or as soon thereafter as all such defaults are cured), on the last day of the first (1st) year of the Lease and each year thereafter, the Letter of Credit shall be reduced by ten percent (10%) per year. If Tenant exercises the Partial Premises Termination Right, the Lease Termination Right as to only a portion of the Premises or an Option to Extend as to only a portion of the Premises, the amount of the Letter of Credit shall be reduced proportionately. In the event that Tenant complies with terms and conditions set forth in this Section 3.2, then effective as of the date of the applicable date of reduction, Tenant shall have the right to reduce the Letter of Credit amount as set forth above via the delivery to Landlord of either (x) an amendment to the existing Letter of Credit (in form and content reasonably acceptable to Landlord in accordance with this Section 3.2) modifying the Letter of Credit amount to the amount then required under this Section 3.2, or (y) an entirely new Letter of Credit (in the form and content otherwise required in this Section 3.2) in the total Letter of Credit amount then required under this Section 3.2. Any reduction in the Letter of Credit amount shall be accomplished by Tenant providing Landlord, at Tenant’s expense, with a substitute Letter of Credit or an amendment to the existing Letter of Credit in the reduced amount and otherwise in accordance with the terms and conditions of this Section 3.2. Landlord agrees to execute any documents reasonably requested by the issuer of the Letter of Credit (provided such documents are factually accurate and provided further that the subject reduction is permitted under the terms of this Section 3.02) within upon ten (10) business days after receipt days’ written notice to Subtenant, draw on all of written request from Tenant or the LOC and such issuer in order to accomplish such reductions and Landlord’s failure to timely execute and deliver such documents drawn amount shall be a default under this Lease upon the expiration of five (5) business days’ notice from Tenant that Landlord has failed to perform such obligation (the “L-C Return Default”). Upon any such L-C Return Default, Landlord shall be liable to Tenant for a late delivery fee equal to $250 per day that such L-C Return Default continues. In the event Landlord holds a Security Deposit held as a result of the drawing on the Letter of Credit, such Security Deposit shall be security for the full performance by Tenant of its obligations hereunder. If Tenant defaults under any provision hereof beyond applicable notice and cure periods, Landlord shall be entitled, at its option, to apply or retain all or any part of the Security Deposit for the payment of any Base Rent, Additional Rent, other sum owing by Tenant to Landlord, or any amount which Landlord may become obligated to spend because of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer because of Tenant’s default. If any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) business days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its full amount. Tenant’s failure to do so shall be a material default under this Lease. Landlord shall not be required to keep the Security Deposit separate from its other accounts and no trust relationship is created with respect to the Security Deposit. Tenant shall not be entitled to interest on the Security Deposit. If Tenant fully performs every provision of this Lease to be performed by it, the Letter of Credit and Security Deposit or any balance thereof shall be returned to Tenant within thirty (30) days following the expiration of the term of this Lease or any period of holding over. Landlord’s rights with respect to the Security Deposit and Letter of Credit shall be in addition to and shall not preclude concurrent, alternative or successive exercises of any other rights or remedies available to Landlord.

Letter of Credit Security Deposit. Within ten (10) business days following Landlord’s and Tenant’s execution and delivery of this Lease, Tenant shall deliver to Landlord a standby, unconditional, irrevocable letter of credit in the substantially the same form as attached hereto as Exhibit E (the “Letter of Credit”) in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000.00), naming Landlord as beneficiary, issued by a national banking association reasonably approved by Landlord Subtenant agrees that within five (5) business daysdays of Subtenant’s execution of this Sublease, permitting draws thereon, as security for Subtenant shall deposit with Sublandlord and maintain throughout the full performance by Tenant of its obligations hereunder. Silicon Valley Bank is hereby approved by Landlord if selected by Tenant as the issuing bank. The term of such Letter of Credit, or any extension thereof or any replacement letter of credit, shall be for a period of not less than one year and shall be renewed annually. If the Letter of Credit is not renewed within thirty (30) days prior to its expiration date and a replacement Letter of Credit has not been provided to Landlord by such date, the Landlord may draw entire the Letter of Credit and hold the proceeds thereof Sublease Term as a cash security deposit (the “Security Deposit”) pursuant an irrevocable standby letter(s) of credit, totaling One Hundred Eighty-five Thousand Dollars ($185,000) in form and substance and issued by bank(s) reasonably acceptable to Sublandlord naming Sublandlord as beneficiary in the terms following cumulative amounts on or before the following respective dates: Upon Lease Execution $ 46,250 Six (6) Months After the Commencement Date $ 92,500 Twelve (12) Months After the Commencement Date $ 185,000 (the “Letter of Credit”). The Security Deposit will secure the full and provisions faithful performance of each and every provision of this LeaseSublease to be performed by Subtenant. In If Subtenant fails to pay rent or other charges when due under this Sublease, or to perform any of Subtenant’s obligations under this Sublease, or if Subtenant fails to renew the Letter of Credit at least thirty (30) days before its expiration, Sublandlord shall have the absolute right to draw down all or any portion of the Letter of Credit on Sublandlord’s sworn statement of any such failure by Subtenant for the payment of any rent or other amount then due and unpaid, or to hold as a cash Security Deposit for the payment of any other sum for which Subtenant may become obligated, or for any loss sustained by Sublandlord as a result of Subtenant’s failure. If Sublandlord does apply the Security Deposit, Subtenant must within ten (10) days written demand either replenish the Letter of Credit or cause a new letter of credit to be issued in the full amount of the Letter of Credit as required hereunder (in either case, less the amount of any cash security deposit held and not applied by Sublandlord). Subtenant acknowledges that Sublandlord has the right to transfer its interest in the Sublease and Subtenant agrees that in the event Landlord transfers of any such transfer, Sublandlord shall have the right to transfer or assigns this Lease, Tenant shall cause assign the Sublandord’s interest in the Letter of Credit to be reissued in the name of Landlord’s transferee or assignee and Tenant shall pay the first transfer fee in connection with any such assignment and Landlord shall pay all subsequent transfer feesmortgagee. In the event of default such transfer, Subtenant shall be responsible for any transfer fees imposed by Tenant under the Lease issuing bank, and after Subtenant shall look solely to such transferee or mortgagee for the expiration of any applicable notice and cure period, if any, Landlord, at its option and in addition to any other rights or remedies Landlord may have, may immediately draw all or a portion of the amount return of the Letter of Credit. The sums obtained by Landlord from the Letter of Credit may be used by the Landlord to: (i) cure the default by Tenant including, but not limited to, for the payment of Base Rent, Additional Rent, late fees, interest, fees and expenses; (ii) to reimburse Landlord for the costs and expenses incurred by Landlord in connection with this Lease, including but not limited to, broker commissions and fees and the Tenant Allowance in the Work Letter; and (iii) reimburse Landlord for the reasonable direct costs of Landlord in drawing any amount under any Letter of Credit. In no event may Tenant require Landlord to draw and apply such Letter of Credit or any portion thereof for Base Rent, Additional Rent or other charges past due or to accrue under the Lease. The balance of the sums obtained from the Letter of Credit after curing of Tenant’s default, if any, shall be held by Landlord as a Security Deposit until Tenant provides a replacement Letter of Credit, in which event the monies held by Landlord shall be returned to Tenant within thirty (30) days. Notwithstanding the foregoing, if Tenant is not then in default under the provisions of this Lease beyond applicable notice and cure periods (or as soon thereafter as all such defaults are cured), on the last day of the first (1st) year of the Lease and each year thereafter, the Letter of Credit shall be reduced by ten percent (10%) per year. If Tenant exercises the Partial Premises Termination Right, the Lease Termination Right as to only a portion of the Premises or an Option to Extend as to only a portion of the Premises, the amount of the Letter of Credit shall be reduced proportionately. In the event that Tenant complies with terms and conditions set forth in this Section 3.2, then effective as of the date of the applicable date of reduction, Tenant shall have the right to reduce the Letter of Credit amount as set forth above via the delivery to Landlord of either (x) an amendment to the existing Letter of Credit (in form and content reasonably acceptable to Landlord in accordance with this Section 3.2) modifying the Letter of Credit amount to the amount then required under this Section 3.2, or (y) an entirely new Letter of Credit (in the form and content otherwise required in this Section 3.2) in the total Letter of Credit amount then required under this Section 3.2. Any reduction in the Letter of Credit amount shall be accomplished by Tenant providing Landlord, at Tenant’s expense, with a substitute Letter of Credit or an amendment to the existing Letter of Credit in the reduced amount and otherwise in accordance with the terms and conditions of this Section 3.2. Landlord agrees to execute any documents reasonably requested by the issuer of the Letter of Credit (provided such documents are factually accurate and provided further that the subject reduction is permitted under the terms of this Section 3.02) within ten (10) business days after receipt of written request from Tenant or such issuer in order to accomplish such reductions and Landlord’s failure to timely execute and deliver such documents shall be a default under this Lease upon the expiration of five (5) business days’ notice from Tenant that Landlord has failed to perform such obligation (the “L-C Return Default”). Upon any such L-C Return Default, Landlord shall be liable to Tenant for a late delivery fee equal to $250 per day that such L-C Return Default continues. In the event Landlord holds a Security Deposit as a result of the drawing on the Letter of Credit, such Sublease Security Deposit shall be security for maintained by Sublandlord and returned under the full performance by Tenant of its obligations hereunder. If Tenant defaults same terms and conditions as provided under any provision hereof beyond applicable notice and cure periods, Landlord shall be entitled, at its option, to apply or retain all or any part Section 21.1 of the Security Deposit for Master Lease, as incorporated pursuant to Section 9 hereof. Subtenant hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other provisions of law, now or hereafter in force, which provide that Sublandlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Subtenant or to clean the Sublease Premises; it being agreed that Sublandlord may, in addition, claim those sums reasonably necessary to compensate Sublandlord for any Base Rentother loss or damage, Additional Rentforeseeable or unforeseeable, other sum owing caused by Tenant to Landlord, the act or omission of Subtenant or any amount which Landlord may become obligated to spend because officer, employee, agent or invitee of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer because of Tenant’s default. If any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) business days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its full amount. Tenant’s failure to do so shall be a material default under this Lease. Landlord shall not be required to keep the Security Deposit separate from its other accounts and no trust relationship is created with respect to the Security Deposit. Tenant shall not be entitled to interest on the Security Deposit. If Tenant fully performs every provision of this Lease to be performed by it, the Letter of Credit and Security Deposit or any balance thereof shall be returned to Tenant within thirty (30) days following the expiration of the term of this Lease or any period of holding over. Landlord’s rights with respect to the Security Deposit and Letter of Credit shall be in addition to and shall not preclude concurrent, alternative or successive exercises of any other rights or remedies available to LandlordSubtenant.

Letter of Credit Security Deposit. 30.20.1. Within ten (10) business days following Landlord’s and Tenant’s 's execution and delivery of this Lease, Tenant shall deliver to deposit with Landlord a standbyan irrevocable, unconditional, irrevocable unconditional sight draft letter of credit in the substantially amount of $306,965.00, in the same form as attached hereto as Exhibit E "F" and issued by a banking institution reasonably acceptable to Landlord (the “"Letter of Credit”) in "). Landlord shall hold the amount Letter of Three Million Five Hundred Thousand Dollars ($3,500,000.00), naming Landlord as beneficiary, issued by a national banking association reasonably approved by Landlord within five (5) business days, permitting draws thereon, Credit as security for the full performance by Tenant of its obligations hereunderall terms, covenants and conditions of this Lease. Silicon Valley Bank Upon the occurrence of an Event of Default, Landlord may draw upon the Letter of Credit in an amount or amounts sufficient in Landlord's reasonable judgment to cure said Event of Default. It is hereby approved understood that the proceeds of the Letter of Credit are not to be considered as the last rental due under this Lease. If at any time during the Term of this Lease Landlord draws against the Letter of Credit in whole or in part in order to cure an Event of Default, Tenant shall within ten (10) days after demand by Landlord if selected tender to Landlord a replacement Letter of Credit in the full amount required hereunder (Tenant's failure to timely do so shall be deemed a failure by Tenant to pay Rent for purposes of Section 17.1, above). Each Letter of Credit delivered hereunder shall be subject to the same provisions of this Lease as the issuing bankapply to a cash security deposit. The term of such Letter of Credit, or any extension thereof or any replacement letter of credit, Credit shall be for a period of have an expiration date which is not less than one year and shall be renewed annuallyfrom its delivery date. If the Letter of Credit Term is not renewed within thirty (30) days prior then continuing, Tenant shall annually deliver to its expiration date and Landlord a replacement Letter of Credit has not been provided at least twenty (20) business days prior to Landlord by such date, the Landlord may draw entire expiration of the Letter of Credit and hold the proceeds thereof as a cash security deposit (the “Security Deposit”) pursuant to the terms and provisions of this Lease. In the event Landlord transfers or assigns this Lease, Tenant shall cause the Letter of Credit to be reissued in the name of Landlord’s transferee or assignee and Tenant shall pay the first transfer fee in connection with any such assignment and Landlord shall pay all subsequent transfer fees. In the event of default by Tenant under the Lease and after the expiration of any applicable notice and cure period, if any, Landlord, at its option and in addition to any other rights or remedies Landlord may have, may immediately draw all or a portion of the amount of the Letter of Credit. The sums obtained by Landlord from the Letter of Credit may be used by the Landlord to: (i) cure the default by Tenant including, but not limited to, for the payment of Base Rent, Additional Rent, late fees, interest, fees and expenses; (ii) to reimburse Landlord for the costs and expenses incurred by Landlord in connection with this Lease, including but not limited to, broker commissions and fees and the Tenant Allowance in the Work Letter; and (iii) reimburse Landlord for the reasonable direct costs of Landlord in drawing any amount under any Letter of Credit. In no event may Tenant require Landlord to draw and apply such Letter of Credit or any portion thereof for Base Rent, Additional Rent or other charges past due or to accrue under the Lease. The balance of the sums obtained from the Letter of Credit after curing of Tenant’s default, if any, shall be then being held by Landlord as a Security Deposit until hereunder. If Tenant provides shall fail to timely deliver a replacement Letter of Credit, in which event the monies held by then Landlord shall be returned entitled to Tenant within thirty (30) days. Notwithstanding the foregoing, if Tenant is not then in default draw immediately under the provisions of this Lease beyond applicable notice and cure periods (or as soon thereafter as all such defaults are cured), on the last day of the first (1st) year of the Lease and each year thereafter, the Letter of Credit in Landlord's possession, without being required to give notice or provide a grace period to Tenant, and shall hold the funds so drawn as a cash security deposit. 30.20.2. Notwithstanding the provisions of Subsection 30.20.1, Landlord agrees that the face amount of replacement Letters of Credit provided under the terms of Subsection 30.20.1 during the Term may be reduced by ten percent (10%) per year. to the following respective amounts during the following respective Lease Years, provided that no Event of Default shall have occurred during the Term: Second Lease Year $236,180.50 Third Lease Year $165,397.00 Fourth Lease Year $ 94,612.50 Fifth Lease Year $ 63,075.00 Sixth Lease Year $ 31,537.50 If Tenant exercises an Event of Default shall occur, no further reductions in the Partial Premises Termination Right, the Lease Termination Right as to only a portion of the Premises or an Option to Extend as to only a portion of the Premises, the face amount of the Letter of Credit shall be reduced proportionatelypermitted thereafter under the terms of this Subsection 30.20.2. 30.20.3. In Notwithstanding the foregoing provisions of this Section 30.20, in the event that at any time during the Term Tenant complies with terms delivers to Landlord current audited financial statements of Tenant prepared by an independent certified public accounting firm reasonably satisfactory to Landlord and conditions set forth in this Section 3.2establishing that Tenant has a tangible net worth of at least $5,000,000.00, and provided that no Event of Default shall have theretofore occurred during the Term, then effective as of Tenant may elect to deposit with Landlord prior to the date of the applicable date expiration of reduction, Tenant shall have the right to reduce the Letter of Credit amount then in Landlord's possession the sum which is equal to two (2) months of Minimum Rent at the rate then payable by Tenant (to be increased as set forth above via such rate of Minimum Rent increases under this Lease) as security for the delivery faithful performance by Tenant of all terms, covenants and condition of this Lease, whereupon Landlord shall return to Landlord of either (x) an amendment to the existing Letter of Credit (in form and content reasonably acceptable to Landlord in accordance with this Section 3.2) modifying Tenant the Letter of Credit amount to the amount then required under this Section 3.2, or (y) an entirely new held by Landlord and no further Letter of Credit (in the form and content otherwise required in this Section 3.2) in the total Letter of Credit amount then required under this Section 3.2. Any reduction in the Letter of Credit amount shall be accomplished by required hereunder; provided, however, that upon Landlord's request from time to time (not more often than annually), Tenant providing Landlordshall deliver to Landlord current audited financial statements, at and if Tenant’s expense, with 's tangible net worth is thereby revealed to be less than $5,000.000.00 Landlord reserves the right to require that Tenant again post a substitute Letter of Credit or an amendment to the existing Letter of Credit in the reduced amount and otherwise sum which would then be required hereunder, which Tenant shall deliver to Landlord within fifteen (15) days following Landlord's written request. Furthermore, notwithstanding the foregoing provisions of this Section 30.20, provided that no Event of Default shall have occurred during the Term, if Tenant timely exercises the renewal option contained in accordance Section 3.6 hereof, during the Renewal Term no Letter of Credit shall be required hereunder. Rather, on or before the first day of the Renewal Term, Tenant will deposit with Landlord the terms sum which is equal to two (2) months of Minimum Rent at the rate payable by Tenant during the Renewal Term as security for the faithful performance by Tenant of all terms, covenants and conditions of this Section 3.2. Landlord agrees to execute any documents reasonably requested by the issuer of the Letter of Credit (provided such documents are factually accurate and provided further that the subject reduction is permitted under the terms of this Section 3.02) within ten (10) business days after receipt of written request from Tenant or such issuer in order to accomplish such reductions and Landlord’s failure to timely execute and deliver such documents shall be a default under this Lease upon the expiration of five (5) business days’ notice from Tenant that Landlord has failed to perform such obligation (the “L-C Return Default”). Upon any such L-C Return Default, Landlord shall be liable to Tenant for a late delivery fee equal to $250 per day that such L-C Return Default continues. In the event Landlord holds a Security Deposit as a result of the drawing on the Letter of Credit, such Security Deposit shall be security for the full performance by Tenant of its obligations hereunderLease. If Tenant defaults under this Lease at any provision hereof beyond applicable notice and cure periodstime, Landlord shall be entitledmay use, at its option, to apply or retain all the whole or any part of the Security Deposit for security deposited to the payment of any Base Rent, Additional Rent, other sum owing by Tenant extent necessary to Landlord, or any amount which Landlord may become obligated to spend because of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer because of Tenant’s cure said default. If any portion of It is understood that the Security Deposit deposit is so used or applied, Tenant shall, within ten (10) business days after written demand therefor, deposit cash with Landlord in an amount sufficient not to restore be considered as the Security Deposit to its full amount. Tenant’s failure to do so shall be a material default last rental due under this Lease. Landlord shall not be required to keep the Security Deposit separate from its other accounts and no trust relationship is created with respect to the Security Deposit. Tenant shall not be entitled to interest on the Security Deposit. If Tenant fully performs every provision of this Lease to be performed by it, the Letter of Credit and Security Deposit or at any balance thereof shall be returned to Tenant within thirty (30) days following the expiration of time during the term of this Lease Lease, Landlord applies all or a portion of this deposit to cure Tenant's default, Tenant shall repay to Landlord within five (5) days after demand by Landlord any period of holding over. Landlord’s rights with respect amount necessary to restore the security deposited to the Security Deposit and Letter of Credit shall be in addition to and shall not preclude concurrent, alternative or successive exercises of any other rights or remedies available to Landlordfull sum set forth above.

Letter of Credit Security Deposit. Within ten Any such LOC shall be issued by an LOC Bank (10as hereinafter defined) business days following Landlord’s selected by Subtenant and Tenant’s execution and delivery of this Leasereasonably acceptable to Sublandlord. An LOC Bank is a bank that accepts deposits, Tenant shall deliver to Landlord a standbymaintains accounts, unconditional, irrevocable letter of credit has an office in the substantially the same form as attached hereto as Exhibit E (the “Letter City of Credit”) in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000.00)Mountain View, naming Landlord as beneficiary, issued by California that will negotiate a national banking association reasonably approved by Landlord within five (5) business days, permitting draws thereon, as security for the full performance by Tenant of its obligations hereunder. Silicon Valley Bank is hereby approved by Landlord if selected by Tenant as the issuing bank. The term of such Letter of Credit, or any extension thereof or any replacement letter of credit, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Subtenant represents and warrants that, at the time of issuance of any LOC hereunder by Xxxxx Fargo Bank, such bank shall be for an LOC Bank. Accordingly, Sublandlord hereby acknowledges and agrees that Xxxxx Fargo Bank is an acceptable LOC Bank. Subtenant shall pay all expenses, points or fees incurred to obtain the LOC. The LOC shall provide that drafts will be honored on sight if accompanied by a period of not less than one year statement signed by Sublandlord asserting either (i) that Subtenant is in default, beyond applicable notice and shall be renewed annually. If the Letter of Credit cure periods, under this Sublease or that Subtenant is in default under this Sublease and is not renewed within entitled to a notice and/or cure period for the applicable default, and that Sublandlord is entitled to draw upon the LOC pursuant to the terms of this Sublease, or (ii) Subtenant failed to renew or replace the LOC at least thirty (30) days prior to its expiration date date. The LOC shall provide that it is freely transferable by Sublandlord, without charge and a replacement Letter of Credit has not been provided to Landlord by such datewithout recourse, the Landlord may draw entire the Letter of Credit and hold the proceeds thereof as a cash security deposit (the “Security Deposit”) pursuant to the terms assignee or transferee of Sublandlord’s interest in the Demised Premises, and that the LOC Bank will confirm the same to Sublandlord and such assignee or transferee upon request. The LOC shall be automatically renewable on an annual basis, subject to the reduction provisions of this Lease. In the event Landlord transfers or assigns this Lease, Tenant shall cause the Letter of Credit to be reissued in the name of Landlord’s transferee or assignee and Tenant shall pay the first transfer fee in connection with any such assignment and Landlord shall pay all subsequent transfer fees. In the event of default by Tenant under the Lease and after the expiration of any applicable notice and cure period, if any, Landlord, at its option and in addition to any other rights or remedies Landlord may have, may immediately draw all or a portion of the amount of the Letter of Credit. The sums obtained by Landlord from the Letter of Credit may be used by the Landlord to: (i) cure the default by Tenant including, but not limited to, for the payment of Base Rent, Additional Rent, late fees, interest, fees and expenses; (ii) to reimburse Landlord for the costs and expenses incurred by Landlord in connection with this Lease, including but not limited to, broker commissions and fees and the Tenant Allowance in the Work Letter; and (iii) reimburse Landlord for the reasonable direct costs of Landlord in drawing any amount under any Letter of Credit. In no event may Tenant require Landlord to draw and apply such Letter of Credit or any portion thereof for Base Rent, Additional Rent or other charges past due or to accrue under the Lease. The balance of the sums obtained from the Letter of Credit after curing of Tenant’s default, if any, shall be held by Landlord as a Security Deposit until Tenant provides a replacement Letter of Credit, in which event the monies held by Landlord shall be returned to Tenant within thirty (30) days. Notwithstanding the foregoing, if Tenant is not then in default under the provisions of this Lease beyond applicable notice and cure periods (or as soon thereafter as all such defaults are cured), on the last day sentence of Section 12(a) above, during the first (1st) year of the Lease Term and each year thereafter, the Letter of Credit shall be reduced by ten percent (10%) per year. If Tenant exercises the Partial Premises Termination Right, the Lease Termination Right as to only a portion of the Premises or an Option to Extend as to only a portion of the Premises, the amount of the Letter of Credit shall be reduced proportionately. In the event that Tenant complies with terms and conditions set forth in this Section 3.2, then effective as of the date of the applicable date of reduction, Tenant shall have the right to reduce the Letter of Credit amount as set forth above via the delivery to Landlord of either (x) an amendment to the existing Letter of Credit (in form and content reasonably acceptable to Landlord in accordance with this Section 3.2) modifying the Letter of Credit amount to the amount then required under this Section 3.2, or (y) an entirely new Letter of Credit (in the form and content otherwise required in this Section 3.2) in the total Letter of Credit amount then required under this Section 3.2. Any reduction in the Letter of Credit amount shall be accomplished by Tenant providing Landlord, at Tenant’s expense, with a substitute Letter of Credit or an amendment to the existing Letter of Credit in the reduced amount and otherwise in accordance with the terms and conditions of this Section 3.2. Landlord agrees to execute any documents reasonably requested by the issuer of the Letter of Credit (provided such documents are factually accurate and provided further that the subject reduction is permitted under the terms of this Section 3.02) within ten (10) business days after receipt of written request from Tenant or such issuer in order to accomplish such reductions and Landlord’s failure to timely execute and deliver such documents shall be a default under this Lease upon the expiration of five (5) business days’ notice from Tenant that Landlord has failed to perform such obligation (the “L-C Return Default”). Upon any such L-C Return Default, Landlord shall be liable to Tenant for a late delivery fee equal to $250 per day that such L-C Return Default continues. In the event Landlord holds a Security Deposit as a result of the drawing on the Letter of Credit, such Security Deposit shall be security for the full performance by Tenant of its obligations hereunder. If Tenant defaults under any provision hereof beyond applicable notice and cure periods, Landlord shall be entitled, at its option, to apply or retain all or any part of the Security Deposit for the payment of any Base Rent, Additional Rent, other sum owing by Tenant to Landlord, or any amount which Landlord may become obligated to spend because of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer because of Tenant’s default. If any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) business days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its full amount. Tenant’s failure to do so shall be a material default under this Lease. Landlord shall not be required to keep the Security Deposit separate from its other accounts and no trust relationship is created with respect to the Security Deposit. Tenant shall not be entitled to interest on the Security Deposit. If Tenant fully performs every provision of this Lease to be performed by it, the Letter of Credit and Security Deposit or any balance thereof shall be returned to Tenant within thirty (30) days following the expiration or earlier termination of this Sublease. If Subtenant fails to renew or replace any LOC at least thirty (30) days prior to its expiration, Sublandlord may, without prejudice to any other remedy it has and upon ten (10) days’ written notice to Subtenant, draw on all of the term of this Lease or any period of holding over. Landlord’s rights with respect to the Security Deposit LOC and Letter of Credit such drawn amount shall be in addition to and shall not preclude concurrent, alternative or successive exercises of any other rights or remedies available to Landlordheld as a cash Security Deposit.

Letter of Credit Security Deposit. Within ten (10) business days after the date of this Lease but in any event prior to occupancy of any portion of the Premises, Tenant shall pay to Landlord as a security deposit for the performance of the obligations of Tenant hereunder the amount of $3,000,000.00 (the “Initial Letter of Credit Security Deposit”) in the form of a letter of credit in accordance with the provisions of this Section 8.18. (a) Tenant shall deliver to Landlord the Initial Letter of Credit Security Deposit containing all of the following terms and satisfying all of the following conditions (which terms and conditions are hereinafter referred to as the “Letter of Credit Terms and Conditions”): (i) the letter of credit shall be irrevocable, (ii) the letter of credit shall only require the presentation to the issuer of a duly authorized certificate of the holder of the letter of credit stating that a default has occurred under this Lease, that all applicable notice and cure periods have expired without cure, and stating the amount of the default and requested draw, (iii) the letter of credit shall be payable to Landlord or its successors in interest as the Landlord under this Lease and shall be freely transferable without cost to Landlord, to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) the letter of credit shall be in the amount required under this Section 8.18, (v) the letter of credit shall be for a term of not less than 12 months, (vi) the letter of credit shall be in form and Tenant’s execution substance reasonably acceptable to Landlord, and delivery (vii) the letter of this Leasecredit shall be drawn on a commercial bank or savings and loan association which is reasonably acceptable to Landlord and is doing business in a major northeastern United States city (Initial Letter of Credit Security Deposit and every renewal thereof and every new letter of credit in replacement or substitution thereof, are hereinafter referred to as the “Letter of Credit Security Deposit”). Not less than thirty (30) days before the expiration of the Initial Letter of Credit Security Deposit and every renewal thereof, Tenant shall deliver to Landlord a standby, unconditional, irrevocable letter renewal of credit in the substantially the same form as attached hereto as Exhibit E (the “Letter of Credit”) Credit Security Deposit or new Letter of Credit Security Deposit, in either case, except as otherwise expressly provided herein, containing and satisfying the amount Letter of Three Million Five Hundred Thousand Dollars ($3,500,000.00)Credit Terms and Conditions. Notwithstanding the foregoing, naming Landlord as beneficiary, issued the Letter of Credit Security Deposit to be delivered by a national banking association reasonably approved by Landlord within five (5) business days, permitting draws thereon, as security Tenant for the full performance by Tenant final period of its obligations hereunder. Silicon Valley Bank is hereby approved by Landlord if selected by Tenant as 12 or fewer months before the issuing bank. The term expiration of such Letter the Term of Credit, or any extension thereof or any replacement letter of credit, this Lease shall be for a period term ending not sooner than 30 days after the expiration of not less than one year and the Term of this Lease. Landlord shall be renewed annually. If entitled to draw upon the Letter of Credit is not renewed within thirty Security Deposit (30i) days prior to its expiration date and a replacement for the full amount of the then applicable Letter of Credit Security Deposit, if, not less than 30 days before the expiration of the term of the then current Letter of Credit Security Deposit, Tenant has not been provided delivered to Landlord by such datea new Letter of Credit Security Deposit, or renewals thereof, as required under this Section 8.18 and/or (ii) for the Landlord may draw entire full amount of any amount then due under the Lease, including without limitation damages provided for under Section 7.3 of the Lease. If all or any part of the Letter of Credit Security Deposit is applied to an obligation of Tenant hereunder, Tenant shall within ten (10) days of written demand by Landlord restore the Letter of Credit. Security Deposit to its original amount (except for pro-rata reductions as hereinafter set forth). In the event that Tenant is the subject of a voluntary or involuntary petition (not dismissed within ninety (90) days) in bankruptcy under Title 11 of the United States Code or any other bankruptcy, insolvency, reorganization, moratorium, or similar state or federal laws affecting the rights of creditors (the “Insolvency Laws”), the Landlord shall have the right, subject to the Insolvency Laws, before and hold after the proceeds thereof filing of any bankruptcy petition or any other petition for relief from creditors, to draw down the full amount of the Letter of Credit Security Deposit, and the entire amount of the Letter of Credit Security Deposit shall be applied first against the Landlord’s pre-petition claim (including, without limitation, damages for the rejection of the Lease), and second, any balance of the Letter of Credit Security Deposit remaining after payment in full of said pre-petition claim shall be held as a cash security for payment and performance of the Tenant’s post-petition covenants and obligations to Landlord. Without derogating from Landlord’s right to so draw down and immediately take the full amount of the Letter of Credit Security Deposit, only if (i) any involuntary petition filed against Tenant under any of the Insolvency Laws is dismissed within 90 days after such involuntary petition is first filed, and (ii) upon the dismissal of such involuntary petition there exists no breach of any covenant or obligation of Tenant hereunder through the time when Tenant restores the Letter of Credit Security Deposit pursuant to the following clause (iii), and (iii) Tenant restores the then-required full amount of the security deposit (the “either in cash or a new Letter of Credit Security Deposit”) pursuant required hereunder (which security deposit shall comply in all respects with the requirements of this Section 8.18 therefor), then, simultaneously with such restoration of the security deposit required hereunder, Landlord shall return to Tenant, within ninety (90) days thereafter all or any portion of the amount drawn down from the Letter of Credit Security Deposit as a result of the filing of such involuntary petition against Tenant, which Landlord has not used to cure any other default of this Lease. (b) Tenant shall not have the right to call upon Landlord to apply all or any part of the security deposit to cure any default (beyond applicable notice and cure) or to fulfill any obligation of Tenant, but such use shall be solely in the discretion of Landlord. (c) Upon any conveyance by Landlord of its interest under this Lease, the security deposit then held by Landlord shall be delivered by Landlord to Landlord’s grantee or transferee. Upon any such delivery and the written acknowledgment by such grantee or transferee of its receipt and that it shall continue to hold such security deposit as required by the terms and provisions of this Lease. , Tenant hereby releases Landlord herein named (and each subsequent transferor) of any and all liability with respect to the security deposit, its application and return, and Tenant agrees to look solely to such grantee or transferee so long as Tenant receives a copy of such acknowledgment. (d) In the event Tenant leases additional space from Landlord transfers during the Lease Term (in addition to the Premises defined in Section 1.1 hereof), the security deposit shall be increased to reflect an amount equal to the cost of the Tenant Improvement Allowance for such additional space or assigns in the event the additional space is taken as-is, the security deposits for such additional space shall be in an amount equal to the increase in one-month’s payment of Annual Fixed Rent. (e) So long as Tenant is not then in default of any of its obligations under this Lease, and no event has occurred or condition exists which with notice and the passage of time would constitute such a default, Tenant shall cause be permitted to reduce the amount of the Initial Letter of Credit Security Deposit on each anniversary of the Premises A Rent Commencement Date by a percentage equal to one divided by the number of years then remaining in the Term (initially ten (10) years, as it may be extended) but determined without regard to any then-unexercised extension option. For example, as of the second anniversary of the Premises A Rent Commencement Date, the Initial Letter of Credit Security Deposit may be reduced as of that date by 12.5% of the then current amount (one divided by 8 years) and by an additional 14.28% of the then current amount on the third anniversary of the Term Commencement Date (one divided by 7 years), and so on. (f) Tenant shall have the right to convert the Letter of Credit Security Deposit into a cash security deposit. Said cash security deposit may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to be reissued in the name of Landlord’s transferee or assignee and such deposit. If Tenant shall pay the first transfer fee in connection with any such assignment and Landlord shall pay all subsequent transfer fees. In the event of default by Tenant under the Lease and after the expiration of any (including applicable notice and cure periodperiods), if anyLandlord may, Landlordbut shall not be obliged to, at its option apply the cash security deposit to the extent necessary to cure the default, and Tenant shall be obliged to reinstate such cash security deposit to the then currently-required amount (as reduced according to the applicable schedule in addition to any other rights or remedies (e) above) thereof upon written demand. Upon a reduction of the cash security deposit upon the terms and conditions in (e) above, Landlord may haveshall pay Tenant, may immediately draw all or a portion of the amount of the Letter of Credit. The sums obtained by Landlord from the Letter of Credit may be used by the Landlord to: (i) cure the default by Tenant including, but not limited to, for the payment of Base Rent, Additional Rent, late fees, interest, fees and expenses; (ii) to reimburse Landlord for the costs and expenses incurred by Landlord in connection with this Lease, including but not limited to, broker commissions and fees and the Tenant Allowance in the Work Letter; and (iii) reimburse Landlord for the reasonable direct costs of Landlord in drawing any amount under any Letter of Credit. In no event may Tenant require Landlord to draw and apply such Letter of Credit or any portion thereof for Base Rent, Additional Rent or other charges past due or to accrue under the Lease. The balance of the sums obtained from the Letter of Credit after curing of Tenant’s default, if any, shall be held by Landlord as a Security Deposit until Tenant provides a replacement Letter of Credit, in which event the monies held by Landlord shall be returned to Tenant reduction within thirty (30) days. Notwithstanding the foregoing, if Tenant is not then in default under the provisions of this Lease beyond applicable notice and cure periods (or as soon thereafter as all such defaults are cured), on the last day of the first (1st) year of the Lease and each year thereafter, the Letter of Credit shall be reduced by ten percent (10%) per year. If Tenant exercises the Partial Premises Termination Right, the Lease Termination Right as to only a portion of the Premises or an Option to Extend as to only a portion of the Premises, the amount of the Letter of Credit shall be reduced proportionately. In the event that Tenant complies with terms and conditions set forth in this Section 3.2, then effective as of the date of the applicable date of reduction, Tenant shall have the right to reduce the Letter of Credit amount as set forth above via the delivery to Landlord of either (x) an amendment to the existing Letter of Credit (in form and content reasonably acceptable to Landlord in accordance with this Section 3.2) modifying the Letter of Credit amount to the amount then required under this Section 3.2, or (y) an entirely new Letter of Credit (in the form and content otherwise required in this Section 3.2) in the total Letter of Credit amount then required under this Section 3.2. Any reduction in the Letter of Credit amount shall be accomplished by Tenant providing Landlord, at Tenant’s expense, with a substitute Letter of Credit or an amendment to the existing Letter of Credit in the reduced amount and otherwise in accordance with the terms and conditions of this Section 3.2. Landlord agrees to execute any documents reasonably requested by the issuer of the Letter of Credit (provided such documents are factually accurate and provided further that the subject reduction is permitted under the terms of this Section 3.02) within ten (10) business days after receipt of written request from Tenant or such issuer in order to accomplish such reductions and Landlord’s failure to timely execute and deliver such documents shall be a default under this Lease upon the expiration of five (5) business days’ notice from Tenant that Landlord has failed to perform such obligation (the “L-C Return Default”). Upon any such L-C Return Default, Landlord shall be liable to Tenant for a late delivery fee equal to $250 per day that such L-C Return Default continues. In the event Landlord holds a Security Deposit as a result of the drawing on the Letter of Credit, such Security Deposit shall be security for the full performance by Tenant of its obligations hereunder. If Tenant defaults under any provision hereof beyond applicable notice and cure periods, Landlord shall be entitled, at its option, to apply or retain all or any part of the Security Deposit for the payment of any Base Rent, Additional Rent, other sum owing by Tenant to Landlord, or any amount which Landlord may become obligated to spend because of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer because of Tenant’s default. If any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) business days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its full amount. Tenant’s failure to do so shall be a material default under this Lease. Landlord shall not be required to keep the Security Deposit separate from its other accounts and no trust relationship is created with respect to the Security Deposit. Tenant shall not be entitled to interest on the Security Deposit. If Tenant fully performs every provision of this Lease to be performed by it, the Letter of Credit and Security Deposit or any balance thereof shall be returned to Tenant within Within thirty (30) days following after the expiration or sooner termination of the term Term, the cash security deposit or the letter of this Lease or any period of holding over. Landlord’s rights with respect credit security deposit, as the case may be, to the Security Deposit and Letter of Credit extent not applied, shall be in addition returned to and shall not preclude concurrentthe Tenant, alternative or successive exercises of any other rights or remedies available to Landlordwithout interest.