Common use of Letter of Credit Clause in Contracts

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during (a) Upon the initial Term execution of this Lease, one or more unconditionalTenant shall deliver to Landlord a standby, irrevocable letter(sat sight, clean, irrevocable, non-documentary and unconditional Letter of Credit issued by and drawable upon a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office and which will negotiate a letter of credit) (hereinafter referred to as the “Issuing Bank”), and has combined capital, surplus and undivided profits of credit not less than FIVE HUNDRED MILLION AND NO/100 DOLLARS (each a "Deposit L/C"$500,000,000.00), which Letter of Credit (i) shall name Landlord as beneficiary, (ii) be in the "Required Amount" amount of SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS (as hereinafter defined$700,000.00), as security for the full and prompt payment(iii) have a term of not less than three (3) years, performance and observance (iv) permit multiple drawings, (v) be fully transferable by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for Landlord without the payment of any fees or charges, (vi) require that any draw on the Letter of Credit be made only upon receipt by the issuing Bank of a written letter from landlord certifying that an Event of Default has occurred and all damages is then continuing, and (vii) provide that it is governed by the uniform Customs and Practice for which TenantDocumentary Credits (1993 revisions), and otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall have a term expiration date or be renewed annually for a period of three (3) years from the Commencement Date. If upon any transfer, any fees or charges shall be final so imposed, then such fees or charges shall be payable solely by reason Tenant and the Letter of any act or omission contrary Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to any Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the provisions Letter of this LeaseCredit that it elects not to have such Letter of Credit renewed. Each Deposit L/C Landlord shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in have the form right, after its receipt of the letter of credit attached hereto on Exhibit D Non-Renewal Notice and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after until the expiration of the fourth Letter of Credit to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 25.20 as cash security deposit. (4thb) Lease YearIf an Event of Default in respect of any of the terms, covenants or conditions of this Lease, including the payment of rent, Landlord may apply or retain the whole or any part of the cash security so deposited or may notify the Issuing Bank and thereupon receive all or a portion of the monies represented by the Letter of Credit and hold such proceeds pursuant to the terms of this Paragraph 25.20 as a cash security deposit. The Landlord may use or apply, or if retain the issuing bank shall give written notice to Landlord that it will not extend whole or any part of such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry dateproceeds, as the case may be, either furnish to Landlord the extent required for the payment of any Monthly Base Rent or any other sums due as a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions result of the preceding sentence prior Event of Default including (a) any sum which Landlord may expend or may be required to expend by reason of Tenant’s Event of Default in respect of any of the terms, covenants or conditions of this Lease, and/or (b) and damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrue or accrues before or after summary proceedings or other reentry by Landlord. Drawing upon the Letter of Credit shall be conditioned upon the presentation to the commencement Issuing Bank of said thirty (30) day period shall be deemed to be a default certified statement executed by an authorized member, officer or general partner of Landlord that an Event of Default has occurred and is continuing under this the Lease and Landlord may, at any time during said thirty (30) day period, is exercising its right to draw upon such Deposit L/C and the Letter of Credit. If it is necessary for Landlord to apply or retain as a security any part of the Letter of Credit, Tenant, upon demand, shall deposit hereunder with Landlord the amount so drawnapplied or retained so that Landlord shall have the full SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS ($700,000.00) on hand at all times until (but not including) the thirty-seventh (37th) full calendar month of the term of this Lease. As used hereinIf Tenant shall fully and faithfully comply with all of the material terms, covenants and conditions of this Lease, the term "Letter of Credit, shall be returned to Tenant on the first (1st) day of the thirty-seventh (37th) full calendar month of the Lease. In the event of a sale of the real property or the Building or a master leasing of the Building, Landlord shall have the right to transfer the Letter of Credit, and within five (5) business days after notice of such sale or leasing, Tenant, at its sole cost, shall arrange for the transfer of the Letter of Credit to the new landlord, as designated by Landlord in the foregoing notice or have the Letter of Credit reissued in the name of the new landlord and Landlord shall thereupon be released by Tenant from all liability for the return of such security, provided that the new landlord assumes thereupon in writing the obligations of Landlord hereunder. Upon such assumption by new landlord, Tenant shall look solely to the new landlord for the return of the Letter of Credit and the provisions hereof shall apply to every transfer or assignment made of the security to a new landlord. Tenant further covenants and agrees that it shall not assign or encumber or attempt to assign or encumber the Letter of Credit designated herein as security and that neither Landlord nor its successors or assignees shall be bound by any such agreement, encumbrances, attempted assignment or attempted encumbrance.

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term of 27.1 Upon signing this Lease, one or more unconditional, Tenant shall cause to be delivered to Landlord an original irrevocable letter(s) standby letter of credit (each a "Deposit L/C"the “Letter of Credit”) in the "Required amount specified in the Basic Lease Information (the “Letter of Credit Amount" (as hereinafter defined”), naming Landlord as security beneficiary, which Landlord may draw upon, without prejudice to any other remedy provided in the Lease or by applicable law, to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Xxxxxx’s breach under the Lease, Any such draw on the Letter of Credit shall not constitute a waiver of any other rights of Landlord with respect to such default or failure to perform. The Letter of Credit shall be issued by a major commercial bank with a San Francisco, California service and claim point for the full Letter of Credit, whose deposits are insured by the FDIC, and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, who shall be final reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F2”, a long term Fitch Rating which is not less than “BBB”, a short term rating from Standard and Poor’s Financial Services, LLC (“S&P”) of not less than “A2”, a long term S&P rating of not less than “BBB” a short term rating from Xxxxx’x Investors Service, Inc. (“Moody’s”) of not less than “P2”, and a long term Xxxxx’x rating of not less than “Baa3” (collectively, the “Bank’s Credit Rating Threshold”). The Letter of Credit shall have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in the alternative, have a term of not less than one (1) year and be automatically renewable for an additional one (1) year period unless notice of non-renewal is given by reason the issuer to Landlord not later than sixty (60) days prior to the expiration thereof) and shall provide that Landlord may make partial and multiple draws thereunder, up to the face amount thereof. In addition, the Letter of any act Credit shall provide that, in the event of Landlord’s assignment or omission contrary other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord, without charge and without recourse, to any the assignee or transferee of such interest and the bank shall confirm the same to Landlord and such assignee or transferee. The Letter of Credit shall provide for payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with Landlord’s certificate certifying that Landlord is entitled to such payment pursuant to the provisions of this Lease. Each Deposit L/C , and with no other conditions, shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form attached hereto as Exhibit D, and otherwise be in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than the Expiration Date, then throughout the term hereof (including any renewal or extension of the letter term) Tenant shall provide evidence of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration renewal of the fourth (4th) Lease Year, or if the issuing bank shall give written notice Letter of Credit to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty sixty (3060) days prior to the date specified the Letter of Credit expires. If Landlord draws on the Letter of Credit pursuant to the terms hereof, Tenant shall immediately replenish the Letter of Credit or provide Landlord with an additional letter of credit conforming to the requirement of this paragraph so that the amount available to Landlord from the Letter of Credit(s) provided hereunder is the Letter of Credit Amount. In addition to the other reasons set forth herein entitling Landlord to draw down on the Letter of Credit, Landlord, or its then managing agent, shall also have the right to draw down an amount up to the face amount of the Letter of Credit if the applicable rating of the Bank has been reduced below the Bank’s Credit Rating Threshold, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in such all respects to the requirements of this section 27.1 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth above), in the Letter of Credit Amount, within twenty-five (25) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary). In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit L/C Insurance Corporation or any successor or similar entity, then, effective as being of the date on which such drawable amount will cease to be availablereceivership or conservatorship occurs, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension said Letter of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period Credit shall be deemed to be fail to meet the requirements of this section 27.1, and, within twenty-five (25) days following Landlord’s notice to Tenant of such receivership or conservatorship, Tenant shall replace such Letter of Credit with a default substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold) and that complies in all respects with the requirements of this section 27.1. Tenant’s failure to deliver any replacement, additional or extension of the Letter of Credit, or evidence of renewal of the Letter of Credit, within the time specified under this Lease shall entitle Landlord to draw upon the Letter of Credit then in effect and, at Landlord’s election, constitute an Event of Default under this Lease. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and Landlord may, shall not be required to segregate such security deposit from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. No purchaser at any time during said thirty (30) day periodjudicial or private foreclosure sale of the Building or any portion thereof, draw upon shall be responsible to Tenant for such Deposit L/C and retain as a security deposit unless and only to the extent such holder or purchaser shall have actually received the same. If Tenant is not in default at the expiration or termination of this Lease, Landlord shall return to Tenant the Letter of Credit or the balance of the security deposit then held by Landlord, as applicable; provided, however, that in no event shall any such return be construed as an admission by Landlord that Xxxxxx has performed all of its covenants and obligations hereunder. Tenant hereby unconditionally and irrevocably waives the benefits and protections of California Civil Code Section 1950.7, and, without limitation of the scope of such waiver, acknowledges that Landlord may use all or any part of the Letter of Credit or the proceeds thereof to compensate Landlord for damages resulting from termination of this Lease and the tenancy created hereunder the amount so drawn. As used herein(including, the term "without limitation, damages recoverable under California Civil Code Section 1951.2).

Letter of Credit. Tenant has deposited, and shall maintain on deposit Concurrent with Landlord at all times during the initial Term Tenant’s execution of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined)Tenant shall deliver to Landlord, as security protection for the full and prompt payment, faithful performance and observance by Tenant of all of the covenants and its obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any and all damages for which Tenantbreach, shall be final default or failure to perform by reason of any act or omission contrary to any of the provisions of Tenant under this Lease. Each Deposit L/C shall be , an irrevocable and unconditional negotiable standby Letter of Credit (“Letter of Credit”), in the form as is acceptable to Landlord, payable at an office in the San Francisco Bay Area, California, running in favor of Landlord and issued by a solvent, nationally recognized bank reasonably acceptable with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association (an “Acceptable Issuing Bank”), in the amount provided in Section M of the Summary to Landlord this Lease (the “Letter of Credit Amount”). Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit and any replacement Letter of Credit. The bank issuing the Letter of Credit (the “Bank”) shall be substantially in subject to Landlord’s prior written approval, which approval shall not be withheld by Landlord if the form of the letter of credit attached hereto on Exhibit D and made a part hereofproposed Bank is an Acceptable Issuing Bank. If an Acceptable Issuing Bank is declared insolvent or taken over by the Federal Deposit Insurance Corporation or any Deposit L/C provides that governmental agency for any reason or does not meet the amount drawable thereunder shall cease standards to be available on approved an Acceptable Issuing Bank, Tenant shall deliver a date prior to replacement Letter of Credit from another Bank approved by Landlord that meets the date which is standards for an Acceptable Issuing Bank within the earlier of (i) thirty (30) days after notice from Landlord that the Bank does not meet the standard for an Acceptable Issuing Bank, or (ii) the date the Bank is declared insolvent or taken over for any reason by the Federal Deposit Insurance Corporation or any other governmental agency. In addition, the Letter of Credit shall expressly provide for the following: shall be “callable” at sight, irrevocable, and unconditional; shall be maintained in effect, whether through renewal or extension, for the period from the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is one sixty (60) days after the expiration of the fourth Term (4th) Lease Yearas the Term may be extended). The Letter of Credit may be for one year period, or if provided the Letter of Credit is automatically extended for not less than a one year period unless the issuing bank shall give Bank provides written notice to Landlord not less than sixty (60) days prior to the then expiration date of the Letter of Credit that it the issuing Bank will not renew or extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry dateLetter of Credit, in which case Tenant shall, at least shall deliver to Landlord a replacement Letter of Credit not less than thirty (30) days prior to the scheduled expiration date specified of the then existing Letter of Credit held by Landlord without any action whatsoever on the part of Landlord; shall be fully assignable by Landlord, its successors, and assignees of its interest in such Deposit L/C as being the date on which such drawable amount will cease Leased Premises; shall permit partial draws and multiple presentations and drawings; and shall be otherwise subject to be availablethe Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600), or the then current expiry dateInternational Standby Practices-ISP 98, as the case may be, either furnish to Landlord a renewal or extension International Chamber of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty Commerce Publication No. 590 (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "1998).

Letter of Credit. Tenant has deposited(a) In the event that on the First Payment Date, and shall maintain on deposit with Landlord at all times during a First Payment Shortfall exists for any reason, then the initial Term of this LeaseUtility shall, no later than the LC Issuance Date, cause to be issued one or more unconditional, irrevocable letter(s) unconditional stand-by letters of credit (individually and collectively, the “LC”) from one or more LC issuers each a "Deposit L/C"of which must be an Eligible Bank (each such issuer, individually and collectively, an “LC Issuer”) in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank otherwise reasonably acceptable to Landlord the Trust. There shall be no more than five LC Issuers and no more than five LCs. Each such LC shall be substantially in the form of Exhibit A hereof and otherwise in form and substance satisfactory to the letter Trust, and shall: (i) name the Trust as beneficiary, (ii) be, in the aggregate with each other LC, in a stated amount equal to the First Payment Shortfall Amount, (iii) provide that it is payable at sight, in whole or in part (with no approval or confirmation from the Utility or other drawing conditions), on or after the Final Payment Date, or, in the case of credit a Mandatory Prepayment Event, as set forth pursuant to Section 2.3 hereof, and (iv) expire no earlier than February 8, 2022. The Trust may draw on the LCs in an aggregate amount equal to the difference between (i) the Aggregate Tax Benefit Payment Amount and (ii) the aggregate Tax Benefit Payments previously paid in cash hereunder to the Trust. (b) If the LC or LCs have not been issued in accordance with Section 2.2(a) hereof within ten (10) days of the LC Issuance Date, then the Trust shall have the right to file the stipulated judgment attached hereto as Exhibit B-1 against the Utility in any federal or state court of competent jurisdiction in the State of California the amount of the First Payment Shortfall solely based on Exhibit D and made a part hereof. If any Deposit L/C provides declaration by the trustee of the Trust that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure Utility has failed to comply with Section 2.2(a) of this Agreement. Such judgment shall unconditionally require the provisions of Utility to pay the preceding sentence prior First Payment Shortfall. The Debtors hereby waive the right to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease contest and Landlord may, at any time during said thirty (30) day period, draw upon appeal such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "stipulated judgment.

Letter of Credit. (a) In addition to the cash deposit, Tenant has deposited, and shall maintain on deposit with deliver to Landlord at all times during the initial Term within 5 days following Tenant's receipt of this Lease, one or more unconditional, irrevocable letter(s) a fully executed copy of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty the Initial Installations, a clean, irrevocable, non-documentary and unconditional letter of credit (30the "Letter of Credit") day period in the amount set forth in Article 1 of the Lease, issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the City of Chicago (the "Issuing Bank"), which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as "+" or "-" or numerical notation, "Aa" or better by Moodx'x Xxxestors Service and "AA" or better by Standard & Poor's Rating Service, and has combined capital, surplus and undivided profits of not less than $500,000,000. Such Letter of Credit shall (a) name Landlord as beneficiary, (b) be in the amount of the Security Deposit, (c) have a term of not less than one year, (d) permit multiple drawings, (e) be fully transferable by Landlord without the payment of any fees or charges by Landlord, and (f) otherwise be in form and content satisfactory to Landlord. If upon any transfer of the Letter of Credit, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term unless the Issuing Bank sends a notice (the "Non-Renewal Notice") to Landlord by certified mail, return receipt requested, not less than 45 days next preceding the then expiration date of the Letter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. Landlord shall have the right, upon receipt of the Non-Renewal Notice, to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold or apply the cash proceeds of the Letter of Credit pursuant to the terms of this Article 35. The Issuing Bank shall agree with all drawers, endorsers and bona fide holders that drafts drawn under and in compliance with the terms of the Letter of Credit will be a default under this Lease duly honored upon presentation to the Issuing Bank at an office location in downtown Chicago. The Letter of Credit shall be subject in all respects to the Uniform Customs and Landlord mayPractice for Documentary Credits (1993 revision), at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnInternational Chamber of Commerce Publication No. As used herein, the term "500.]

Letter of Credit. Tenant has deposited, For each and shall maintain on deposit with Landlord at all times during the initial Term of this Lease, one or more unconditional, irrevocable letter(s) of credit every Distributor purchase order submitted according to Section 2 (each a "Deposit L/C") in the "Required Amount" (as hereinafter defineda), Distributor shall deliver to Conor, as security collateral for the full and prompt payment, faithful performance and observance by Tenant Distributor of all of the covenants and its obligations to be paid, performed and/or observed on the part of Tenant under this Lease Agreement, an irrevocable and for unconditional negotiable letter of credit (the payment “Letter of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any Credit”) in the amount of the provisions purchase order (the “LC Amount”), payable at sight. Such Letter of this Lease. Each Deposit L/C Credit shall be issued by a solvent nationally recognized United States bank reasonably acceptable to Landlord and shall be substantially in or financial institution with a long term debt rating of BBB or higher, (as rated by Standard & Poor’s) or Baa or higher (as rated by Xxxxx’x Investors Service) that is under the form supervision of the letter Superintendent of credit attached hereto Banks of the State of California, or a National Banking Association, and that has a branch office in San Francisco, California, from which Conor may draw on Exhibit D such Letter of Credit. The Letter of Credit shall (i) remain valid and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior subject to the date which terms of this Section 2(i) for the term the Agreement, and if the Letter of Credit is thirty (30) days after the expiration of the fourth (4th) Lease Yearreplaced, renewed, or if extended during the issuing bank term of this Agreement, Distributor shall give written notice deliver a new Letter of Credit or certificate of renewal or extension to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, Conor at least thirty (30) days prior to the date specified expiration of the expiring Letter of Credit, without any action whatsoever on the part of Conor; (ii) be subject to the Uniform Customs and Practices for Documentary Credits, ICC Publication No. 500, (iii) be fully assignable by Conor; and (iv) permit partial draws. In addition to the foregoing, the form and terms of the Letter of Credit (and the bank issuing the same) shall be acceptable to Conor, in Conor’s sole discretion, and shall provide, among other things, that: (A) such Deposit L/C as being the date on which such drawable amount will cease to Letter of Credit shall be availableirrevocable, unconditional, and payable at sight; (B) Conor, or its then managing agent, shall have the then current expiry dateright to draw down an amount up to the face amount of the Letter of Credit upon the presentation to the issuing bank of Conor’s statement that such amount is due to Conor under the terms and conditions of this Agreement, it being understood that such statement shall be signed by any member of the senior management of Conor and; (C) the Letter of Credit will be honored by the issuing bank without inquiry as to the case may be, either furnish to Landlord a renewal or extension accuracy thereof and regardless of whether the Distributor disputes the content of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "statement.

Letter of Credit. Subject to other provisions of this paragraph Tenant has depositedshall deliver to Landlord, and shall maintain on deposit with Landlord at all times during the initial Term upon Tenant’s execution of this Lease, one or more unconditional, irrevocable letter(s) a Letter of credit (each a "Deposit L/C") in the "Required Amount" Credit (as hereinafter defined), ) in the amount of $105,787.50 and upon each anniversary of the Term or Renewal Term shall amend said Letter of Credit such that at all times the face amount of the Letter of Credit shall equal two (2) months then prevailing Fixed Rent as security a guaranty for the full and prompt payment, faithful performance and observance by Tenant of all of the terms, covenants and obligations conditions of this Lease. The letter of credit shall be in the form of a clean, irrevocable, non-documentary and unconditional stand-by letter of credit (the “Letter of Credit”) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the City of New York (the “Issuing Bank”) and in the event that the Issuing Bank is not located in the United States, the Letter of Credit shall be confirmed by any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the City of New York (the “Confirming Bank”), which, in each case, is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “A” or better by Xxxxx’x Investors Service or “A” or better by Standard & Poor’s Rating Service. The Letter of Credit shall (a) name Landlord as beneficiary, (b) have a term of not less than one year, (c) permit multiple drawings, (d) be paid, performed and/or observed on the part of Tenant under this Lease and for fully transferable by Landlord without the payment of any fees or charges by Landlord, and all damages for which Tenant, (e) otherwise be in form and content reasonably satisfactory to Landlord. If upon any transfer of the Letter of Credit any fees or charges shall be final by reason of any act so imposed, then such fees or omission contrary to any of the provisions of this Lease. Each Deposit L/C charges shall be issued payable solely by a bank reasonably acceptable Tenant and the Letter of Credit shall specify that it is transferable without charge to Landlord. If Landlord pays any such fees or charges, Tenant shall reimburse Landlord therefor upon demand. The Letter of Credit and any confirmation thereof shall provide that it shall be substantially automatically renewed (and confirmed, if required), without amendment or need for any other action, for consecutive periods of one year each thereafter during the Term, as the same may be extended (and in no event shall the form Letter of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date Credit expire prior to the 45th day following the Expiration Date) unless the Issuing Bank or Confirming Bank sends duplicate notices (the “Non-Renewal Notices”) to Landlord by registered or certified mail, return receipt requested (one of which shall be addressed “Attention, Chief Legal Officer” and the other of which shall be addressed “Attention, Chief Financial Officer”), not less than 45 days next preceding the then expiration date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, Letter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit or if that the issuing bank shall give written notice Confirming Bank has elected not to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond continue to confirm the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry dateLetter of Credit, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "

Letter of Credit. Tenant has depositedshall have the right to deliver to Landlord an unconditional, irrevocable letter of credit (the “Letter of Credit”) in substitution for the cash security deposit, subject to the following terms and conditions. Such Letter of Credit shall be (a) in form and substance reasonably satisfactory to Landlord; (b) at all times in the amount of the then Security Deposit Amount, and shall maintain on deposit with Landlord at all times during the initial Term of this Lease, one or more unconditional, irrevocable letter(spermit multiple draws; (c) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a commercial bank reasonably acceptable to Landlord from time to time and either located in the Washington, D.C. metropolitan area or the continental United States from which draws can be made via facsimile meeting the Issuer Requirement below (provided that subject to the terms and conditions hereof, as of the Effective Date, Landlord pre-approves Comerica as the issuer of the Letter of Credit); (d) made payable to, and expressly transferable and assignable at no charge by, Landlord or the holder of any Mortgage secured by the Building (which transfer/assignment shall be substantially conditioned only upon the execution of a written assumption document in connection therewith); provided, however, that in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if event the issuing bank of the Letter of Credit charges a fee for a transfer and/or assignment, any and all fees shall give written notice be payable by Tenant; (e) payable at sight to Landlord that it will a local branch of the issuer of a simple sight draft or via facsimile; (f) of a term not extend such Deposit L/C for an additional twelve less than one year; and (12g) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the then-current expiration date specified in of such Deposit L/C as being Letter of Credit, either (1) renewed (or automatically and unconditionally extended) from time to time through the date on which such drawable amount will cease to be availablesixtieth (60th) day after the expiration of the Lease Term, or (2) replaced with cash in the then current expiry dateamount of the Security Deposit Amount. Notwithstanding anything in this Lease to the contrary, as any cure or grace periods set forth in this Lease shall not apply to any of the case may beforegoing, either furnish and, specifically, if Tenant fails to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to timely comply with the provisions requirements of subsection (g) above, then Landlord or its assignee shall have the preceding sentence prior right to immediately draw upon the Letter of Credit without notice to Tenant and apply the proceeds to the commencement security deposit. Each Letter of said Credit shall be issued by a commercial bank that has a credit rating with respect to certificates of deposit, short term deposits or commercial paper of at least P-2 (or equivalent) by Xxxxx’x Investor Service, Inc., or at least A-2 (or equivalent) by Standard & Poor’s Corporation (the “Issuer Requirement”), and shall be otherwise acceptable to Landlord in its sole and absolute discretion. If the issuer’s credit rating is reduced below P-2 (or equivalent) by Xxxxx’x Investors Service, Inc. or below A-2 (or equivalent) by Standard & Poor’s Corporation, then Landlord shall have the right to require that Tenant obtain from a different issuer a substitute Letter of Credit that complies in all respects with the requirements of this Section; provided however that if Comerica’s credit rating falls below the Issuer Requirement, then Tenant shall not be required to replace such Letter of Credit unless Comerica’s credit rating falls below P-3 (or equivalent) by Xxxxx’x Investor Service, Inc., or below A-3 (or equivalent) by Standard & Poor’s Corporation. Tenant’s failure to obtain such substitute Letter of Credit within thirty (30) day following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) shall entitle Landlord to immediately draw upon the then existing Letter of Credit in whole or in part, without notice to Tenant. In the event the issuer (including Comerica) of any Letter of Credit held by Landlord is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said Letter of Credit shall be deemed to be not meet the requirements of this Section, and within ten (10) days thereof, Tenant shall replace such Letter of Credit with either a default under replacement Letter of Credit or cash. If Tenant fails to deliver to Landlord such substitute Letter of Credit or cash within such ten (10) day period (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease and to the contrary), then Landlord mayshall be entitled to immediately draw upon the then existing Letter of Credit; provided further that if Landlord is prevented from drawing upon such Letter of Credit for any reason, at any time during said thirty then notwithstanding anything in this Lease to the contrary, Tenant’s failure to deliver such substitute Letter of Credit or cash within such original ten (3010) day period, draw upon such Deposit L/C period shall constitute an Event of Default for which there shall be no notice or grace or cure periods being applicable thereto. Any failure or refusal of the issuer to honor the Letter of Credit shall be at Tenant’s sole risk and retain as a shall not relieve Tenant of its obligations hereunder with respect to the security deposit hereunder the amount so drawn. As used herein, the term "deposit.

Letter of Credit. Tenant has deposited, and shall maintain on deposit Concurrently with Landlord at all times during the initial Term execution of this Lease, one or more unconditional, irrevocable letter(s) of credit (each Tenant shall pay to Landlord a "Deposit L/C") security deposit in the "Required Amount" amount of Eighty-Eight Thousand Thirteen and 67/100 Dollars ($88,013.67) and Landlord shall hold the same, throughout the Lease Term, unless sooner returned to Tenant as hereinafter defined)provided in this Section 16.26, as security for the full and prompt payment, performance and observance by Tenant of all obligations on the part of Tenant to be performed under this Lease. Such deposit shall be in the form of an irrevocable, unconditional, negotiable letter of credit (the “Letter of Credit”). The Letter of Credit shall (i) be issued by and drawn on a bank reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service, (ii) be substantially in the form attached hereto as Exhibit G, (iii) permit one or more draws thereunder to be made accompanied only by certification by Landlord or Landlord’s managing agent that pursuant to the terms of this Lease, Landlord is entitled to draw upon such Letter of Credit, (iv) permit transfers at any time without charge, (v) permit presentment in Boston, Massachusetts and (vi) provide that any notices to Landlord be sent to the notice address provided for Landlord in this Lease. If the credit rating for the issuer of such Letter of Credit falls below the standard set forth in (i) above or if the financial condition of such issuer changes in any other material adverse way or if any trustee, receiver or liquidator shall be appointed for the issuer, Landlord shall have the right to require that Tenant provide a substitute letter of credit that complies in all respects with the requirements of this Section, and Tenant’s failure to provide the same within thirty (30) days following Landlord’s written demand therefor shall entitle Landlord to immediately draw upon the Letter of Credit. Any such Letter of Credit shall be for a term of two (2) years (or for one (1) year if the issuer thereof regularly and customarily only issues letters of credit for a maximum term of one (1) year) and shall in either case provide for automatic renewals through the date which is ninety (90) days subsequent to the scheduled expiration of this Lease (as the same may be extended). Any failure or refusal of the covenants issuer to honor the Letter of Credit shall be at Tenant’s sole risk and shall not relieve Tenant of its obligations hereunder with regard to be paidthe security deposit. Upon the occurrence of any default of Tenant, performed and/or observed Landlord shall have the right from time to time without prejudice to any other remedy Landlord may have on account thereof, to draw on all or any portion of such deposit held as a Letter of Credit and to apply the proceeds of such Letter of Credit or any cash held as such deposit, or any part thereof, to Landlord’s damages arising from such default on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions terms of this Lease. Each Deposit L/C If Landlord so applies all or any portion of such deposit, Tenant shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty within seven (307) days after notice from Landlord deposit cash with Landlord in an amount sufficient to restore such deposit to the full amount stated in this Section 16.26. While Landlord holds any cash deposit Landlord shall have no obligation to pay interest on the same and shall have the right to commingle the same with Landlord’s other funds. Neither the holder of a mortgage nor the Landlord in a ground lease on property which includes the Premises shall ever be responsible to Tenant for the return or application of any such deposit, whether or not it succeeds to the position of Landlord hereunder, unless such deposit shall have been received in hand by such holder or ground Landlord. Tenant not then being in default and having performed all of its obligations under this Lease, including the payment of all Annual Fixed Rent, Landlord shall return the deposit, or so much thereof as shall not have theretofore been applied in accordance with the terms of this Section 16.26, to Tenant on the expiration or earlier termination of the fourth Lease Term (4thas the same may have been extended) Lease Year, or if and surrender possession of the issuing bank shall give written notice Premises by Tenant to Landlord that it will not extend in the condition required in the Lease at such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "time.

Letter of Credit. Tenant From and including the Closing Date until the third anniversary of the Closing Date or the end of the 39th month after the Closing Date (or such earlier date as payment has depositedbeen made pursuant to 8.4(e)(iii)(G)) if, as of the third anniversary thereof, (i) no final determination of Post True-Up EHS Damages has been made, or (ii) if such a determination has been made and the Purchaser is entitled to payment pursuant to 8.4(e)(iii)(G), but such payment is not received prior to such date (such date, the "L/C Expiration Date"), Xxxxx X. ------------------- Xxxxxxxx and Xxxxxx XxXxxxxx shall cause one or more Qualifying Letters of Credit to be issued (and, at all relevant times, maintained) in an aggregate principal amount equal to the Adjusted Cap. The term "Qualifying Letter of -------------------- Credit" means a letter of credit which is (a) irrevocable, (b) is issued by a ------ reputable and solvent bank with assets of at least $2 billion, (c) shall specifically provide that it secures the Shareholders' obligations pursuant to Article VIII, (d) shall specifically provide that the issuing bank shall pay to the Purchaser Indemnified Persons, immediately after the failure of any Shareholder to pay any amount to any such Person when due as required by this Agreement and (e) shall remain outstanding until, and shall maintain on deposit with Landlord at all times during not mature prior to, the initial Term of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C Expiration Date. Nothing contained in this Section 8.6(c) shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in any way abrogate the form liability of the letter Shareholders under Article VIII for a breach of credit attached hereto the representations and warranties set forth herein. The Purchaser agrees (a) to draw upon each such Letter of Credit on Exhibit D and made a part hereof. If an equal basis (unless, for any Deposit L/C provides that reason, either of the amount drawable thereunder Qualifying Letters of Credit shall cease to be available on a date before the L/C Expiration Date or the Adjusted Cap has been exhausted) and (b) to pay the reasonable bank fee (up to an aggregate amount equal to 2% of the face value of the Qualifying Letters of Credit per year) payable in respect of the Qualifying Letters of Credit. The parties hereto agree and use all commercially reasonable efforts to ensure that all procedures set forth herein with respect to determining Post True-Up EHS Damages shall be finalized and any payments required to be made pursuant to Section 8.4(e)(iii)(G) shall be made prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Expiration Date.

Letter of Credit. On or prior to the Commencement Date, Tenant has depositedshall deliver to Landlord as security for the performance of Tenant’s obligations hereunder, including without limitation, Tenant's obligations to maintain insurance herein and to pay Rent and Real Estate Taxes hereunder, an irrevocable letter of credit in the amount of One Million Seven Hundred Fifty Thousand and 00/100 Dollars ($1,750,000.00) (the “Letter of Credit”) in the form attached hereto as Exhibit G, which Letter of Credit, or any replacement thereof, shall be in place throughout the Term and in each case expressly providing that if an Event of Default occurs then Landlord shall be entitled, at Landlord's election, to draw upon the Letter of Credit to the extent necessary to cure such Event of Default and that if such Event of Default occurs pursuant to Sections 7.01(d), 7.01(e), 7.01(f) or 7.01(i) of the Lease, then Landlord also shall be entitled, at Landlord’s election, to draw upon the Letter of Credit to pay Landlord any damages to which Landlord is entitled in accordance with the terms of the Lease. Tenant may replace the initial Letter of Credit with a replacement letter of credit issued by Xxxxx Fargo Bank, National Association or by any U.S. commercial bank or the U.S. branch office of a foreign bank with (i) a credit rating of at least (x) BBB+ by Standard & Poor’s, (y) Baa1 by Xxxxx’x, or (z) BBB+ by Fitch, and (ii) assets of $30 billion or more. If an Event of Default occurs, then Landlord shall maintain on deposit with Landlord be entitled, at all times during Landlord's election, to draw upon the initial Term Letter of Credit to the extent necessary to cure such Event of Default. Additionally, if such Event of Default occurs pursuant to Sections 7.01(d), 7.01(e), 7.01(f) or 7.01(i) of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, then Landlord shall be final by reason entitled, at Landlord’s election, to draw upon the Letter of Credit to pay Landlord any act or omission contrary damages to any of which Landlord is entitled in accordance with the provisions terms of this Lease. Each Deposit L/C Any replacement of the Letter of Credit shall be issued by a bank reasonably acceptable to Landlord include similar draw, transfer and shall be substantially notice terms as contained in the Letter of Credit but such replacement is not required to be on the same form as Exhibit G; it being acknowledged by Landlord that the bank issuing such replacement may require the use of its form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "credit.

Letter of Credit. Tenant has depositedOn the Closing Date, and Seller shall maintain on deposit with Landlord at all times during the initial Term of this Lease, one or more unconditional, cause to be issued to Buyer an irrevocable letter(s) standby letter of credit issued by JPMorgan Chase Bank N.A. (each a "Deposit L/C"the “Bank”) in the "Required Amount" amount of Seven Million Two Hundred Thousand Dollars (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially $7,200,000) in the form attached hereto as Exhibit J (as the same may be amended from time to time, the “Letter of Credit”), securing Seller’s obligations under Articles 10 and 10A hereto, provided that the face amount of the letter Letter of credit attached hereto Credit shall be reduced to $3,000,000 on Exhibit D the four hundred fifty first (451st) day after the Closing, and made further reduced thereafter in six (6) month intervals (each six (6) month interval, a part hereof. If any Deposit L/C provides that “Reduction Date”) to reflect only the amount drawable thereunder shall cease amounts (if any) remaining to be available paid by Seller in connection with the permanent interconnection arrangements contemplated by Section 9.03. The amount of the reduction (the “Reduction Amount”) on a date each Reduction Date shall be determined as follows: (i) No later than sixty (60) days prior to each Reduction Date, Seller shall furnish to Buyer a dated and signed notice (the date which is “Seller Reduction Notice”), stating Seller’s good faith calculation of the Reduction Amount for such Reduction Date. (ii) If, within thirty (30) days after the expiration date of receipt of the fourth Seller Reduction Notice, Buyer does not furnish Seller with a Reduction Dispute Notice (4thas defined below), Buyer and Seller shall provide the Bank with joint written instructions, executed by each of Buyer and Seller, that the Letter of Credit shall be reduced by the Reduction Amount as set forth in the Seller Reduction Notice. (iii) Lease YearIf Buyer in good faith disputes the Reduction Amount set forth in the Seller Reduction Notice, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant Buyer shall, at least within thirty (30) days prior to after the date specified of receipt of the Seller Reduction Notice, notify Seller in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension writing of such Deposit L/C or dispute (a new Deposit L/C. Failure to comply with “Reduction Dispute Notice”) in reasonable detail specifying the provisions grounds of the preceding sentence prior dispute. If a Reduction Dispute Notice is delivered to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said Seller within such thirty (30) day period, draw upon then Seller and Buyer shall attempt to resolve the matter or matters in dispute within thirty (30) days after the receipt by Seller of the Reduction Dispute Notice. In the event Seller and Buyer are able to resolve the matter or matters in dispute within such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used hereinthirty (30) day period, the term "Letter of Credit shall be reduced upon receipt by the Bank of a written agreement executed by each of Buyer and Seller directing the Bank to make a reduction (a “Reduction Agreement”) and the Bank shall be authorized to rely on any such Reduction Agreement and to make the reduction in accordance therewith. (iv) If the disputed matter or matters cannot be resolved by Seller and Buyer within thirty (30) days after receipt by Seller of the Reduction Dispute Notice, the matter or matters in dispute shall be promptly submitted to the EPRO engineering firm, located in Augusta, Maine, which firm shall not later than thirty (30) days after such submission, render its opinion directing the bank to make a reduction and specifying the Reduction Amount (the “Independent Consultant Award”). The Letter of Credit shall be reduced upon receipt by the Bank of a copy of the Independent Consultant Award directing the Bank to make a reduction, and the Bank shall be authorized to rely on any such Independent Consultant Award and to make the reduction in accordance therewith. Notwithstanding anything in this Agreement to the contrary, the Letter of Credit shall be terminated (i) as contemplated in Section 9.03, or (ii) upon completion of the permanent interconnection arrangements, whichever occurs first, provided that in no event shall the Letter of Credit be terminated prior to a date that is four hundred fifty-one (451) days after the Closing.

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all The form of the covenants and obligations to be paid, performed and/or observed on the part of Tenant security deposit under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason an Irrevocable Standby Letter of any act or omission contrary Credit (the “Letter of Credit”) which shall (1) be addressed to any of the provisions of this Lease. Each Deposit L/C shall Landlord, (2) be in a form reasonably acceptable to Landlord, (3) be issued by a bank reasonably federally insured financial institution which is acceptable to Landlord and shall in Landlord’s sole discretion, with minimum assets of Ten Billion Dollars ($10,000,000,000.00) (the “Minimum Assets”), upon which presentment may be substantially made in the form City of San Francisco, California, (4) be in an amount equal to $215,633.65 (the letter of credit attached hereto on Exhibit D “Minimum Amount”), (5) allow for partial and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a multiple draws thereunder, and (6) have an expiration date prior to the date which is thirty not earlier than sixty (3060) days after the scheduled Term expiration date (as the same may be extended) or in the alternative, have a term of not less than one (1) year and be automatically renewable for additional one (1) year periods unless, on or before the fourth date sixty (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (3060) days prior to the date specified expiration of the term of such Letter of Credit, the issuer of such Letter of Credit gives notice to Landlord of its election not to renew such Letter of Credit for any additional period pursuant thereto. In addition, the Letter of Credit shall provide that, in such Deposit L/C as being the event of Landlord’s assignment of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord to the assignee without charge to Landlord or approval of the issuer. The Letter of Credit shall provide for same day payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with Landlord’s certificate certifying that the requested sum is due and payable from Tenant and Tenant has failed to pay, and with no other conditions. (i) Tenant shall, on or before the date which is sixty (60) days prior to the expiration of the Letter of Credit, deliver to Landlord a new Letter of Credit satisfying the foregoing requirements in lieu of the Letter of Credit then being held by Landlord. If the issuer of such existing or new Letter of Credit provides notice of its election to not renew such Letter of Credit for any additional period, Tenant shall be required to deliver a new Letter of Credit on or before the date which such drawable amount will cease is sixty (60) days prior to the expiration of the term of the Letter of Credit then being held by Landlord. If neither a new Letter of Credit nor a renewal of the Letter of Credit is timely delivered to Landlord, then Landlord may (without prejudicing any other right or remedy available to Landlord) draw down the entire Letter of Credit and, until Tenant delivers to Landlord the new Letter of Credit as required by this paragraph, hold the drawn cash in accordance with the terms of Section 6(a) above. (ii) The Letter of Credit shall be replaced by a new Letter of Credit if the issuing financial institution: (a) has assets which fall below the Minimum Assets; (b) enters into any form of regulatory or governmental proceeding, including without limitation any receivership instituted or commenced by the Federal Deposit Insurance Corporation (the “FDIC”); (c) is otherwise declared insolvent, is downgraded by the FDIC, is determined to be availableless than well capitalized by the appropriate Federal banking agency under the prompt corrective action rules of the FDIC, or closes for any reason; (d) is removed from Landlord’s list of approved financial institutions, in Landlord’s sole discretion; or (e) in any manner communicates (including without limitation communications sent by or on behalf of the FDIC) its unwillingness to honor the terms of the Letter of Credit. If Tenant fails to deliver to Landlord the replacement Letter of Credit within ten (10) Business Days following Landlord’s written demand for same, Landlord shall be entitled to draw down the entire Letter of Credit and, until Tenant delivers to Landlord the replacement Letter of Credit as required by this paragraph, hold the drawn cash in accordance with the terms of Section 6(b) above. (iii) In the event that Tenant is in default under the terms and provisions of the Lease, then current expiry dateLandlord shall have the right, at any time after such event, without giving any further notice to Tenant: (1) to make a partial draw upon said Letter of Credit (and/or Additional Letter of Credit, as defined below, as the case may be) (a) in an amount necessary to cure such default or (b) if such default cannot reasonably be cured by the expenditure of money, either furnish to and Landlord a renewal or extension exercises any rights and remedies Landlord may have on account of such Deposit L/C default, in an amount which, in Landlord’s opinion, is necessary to satisfy Tenant’s liability on account thereof; or (2) to draw down the entire amount of such Letter of Credit (and/or Additional Letter of Credit) at such time; and any such amounts received by Landlord shall be held by Landlord (and need not be segregated or accrue interest unless otherwise required by Law) and applied in accordance with this Lease. (iv) Following a draw by Landlord on the Letter of Credit, at Landlord’s election the Letter of Credit shall: (a) be replaced by Tenant within ten (10) Business Days after written notice from Landlord by a new Letter of Credit in the Minimum Amount, in which event the Letter of Credit then held by Landlord shall be terminated; or (b) be augmented by Tenant within five (5) Business Days after written notice from Landlord by an additional Letter of Credit in the amount of a partial draw (the “Additional Letter of Credit”) subject to the requirements set forth above, in which event the Letter of Credit then held by Landlord and the Additional Letter of Credit shall both be held by Landlord. (v) In addition, in the event of a termination based upon the default of Tenant under the Lease, or a new Deposit L/C. Failure rejection of the Lease pursuant to comply with the provisions of the preceding sentence Federal Bankruptcy Code, Landlord shall have the right to draw upon the Letter of Credit and/or the Additional Letter of Credit (from time to time, if necessary) to cover the full amount of damages and other amounts due from Tenant to Landlord under the Lease. Any amounts so drawn shall, at Landlord’s election, be applied first to any unpaid rent and other charges which were due prior to the commencement filing of the petition for protection under the Federal Bankruptcy Code. Any such draw on the Letter of Credit shall not constitute a waiver of any other rights of Landlord with respect to Tenant’s default under the Lease. Tenant hereby covenants and agrees not to oppose, contest or otherwise interfere with any attempt by Landlord to draw upon said thirty Letter of Credit (30and/or Additional Letter of Credit) day period including, without limitation, by commencing an action seeking to enjoin or restrain Landlord from making such draw. Tenant also hereby expressly waives any right or claim it may have to seek such equitable relief. In addition to whatever other rights and remedies Landlord may have against Tenant if Tenant breaches its obligations under this paragraph, Tenant hereby acknowledges that it shall be liable for any and all damages which Landlord may suffer as a result of any such breach (including without limitation recovery of Landlord’s reasonable attorneys’ fees and court costs). (vi) Without limiting the import of the preceding paragraphs, Tenant agrees that in the event that Tenant fails timely to deliver to Landlord a replacement letter of credit when required hereunder, then Landlord shall have the right, at any time after such event, without giving any further notice to Tenant, to draw down the entire Letter of Credit (and/or Additional Letter(s) of Credit) and to hold the proceeds thereof in accordance with the terms of Section 6(a) above. (vii) Upon request of Landlord or any (prospective) purchaser or mortgagee of the Building, Tenant shall, at its expense, cooperate with Landlord in obtaining an amendment to or replacement of any Letter of Credit which Landlord is then holding so that the amended or new Letter of Credit reflects the name of the new owner and/or mortgagee of the Building. (viii) To the extent that Landlord has not previously drawn upon any Letter of Credit or Additional Letter of Credit held by Landlord, and to the extent that Tenant is not otherwise in default of its obligations under the Lease as of the expiration date of the Lease, Landlord shall return such Letter(s) of Credit to Tenant promptly following the expiration of the Term of the Lease. (ix) In no event shall the proceeds of any Letter of Credit be deemed to be a default prepayment of rent nor shall it be considered as a measure of liquidated damages. (x) For the avoidance of doubt, Landlord and Tenant (a) agree that the Letter of Credit shall in no event be deemed or treated as a “security deposit” under this Lease any Law applicable to security deposits in the commercial context, (b) further acknowledge and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain agree that the Letter of Credit is not intended to serve as a security deposit hereunder and the Laws applicable to security deposits shall have no applicability or relevancy thereto, and (c) waive any and all rights, duties and obligations either party may now have or, in the future will have, relating to or arising from the Laws applicable to security deposits. (xi) Tenant unconditionally and irrevocably waives (and as an independent covenant hereunder, covenants not to assert) any right to claim or obtain in connection with the Letter of Credit a temporary restraining order, temporary injunction, permanent injunction, or other order that would prevent, restrain or restrict the presentment of sight drafts drawn under any Letter of Credit or the issuing bank’s honoring or payment of sight draft(s). Tenant’s sole remedy in connection with the improper presentment or payment of sight drafts drawn under any Letter of Credit shall be the right to obtain from Landlord a refund of the amount so drawnof any sight draft(s) that were improperly presented or the proceeds of which were misapplied, together with interest at the Default Rate and reasonable actual out-of-pocket attorneys’ fees. As used hereinTenant acknowledges that the presentment of sight drafts drawn under any Letter of Credit, or the term "issuing bank’s payment of sight drafts drawn under such Letter of Credit, could not under any circumstances cause Tenant injury that could not be remedied by an award of money damages, and that the recovery of money damages would be an adequate remedy therefor.

Letter of Credit. Landlord and Tenant has depositedhereby agree and acknowledge that (i) as of the Effective Date, and shall maintain on deposit with Landlord at all times during holds the initial Term Letter of this Credit described in Article 27 of the Original Lease, one or more unconditional, irrevocable letter(s) which Letter of credit (each a "Deposit L/C") Credit is in the "Required Amount" amount of One Hundred Seventy-eight Thousand Nine Hundred Twenty-two Dollars (as hereinafter defined$178,922.00) (“Existing Letter of Credit”), (ii) the Existing Letter of Credit is attached as security for Exhibit F-1 hereto and (iii) within ten (10) business days after the full and prompt payment, performance and observance by Tenant of all Effective Date (time being of the covenants and obligations to be paidessence), performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable deliver to Landlord and shall be substantially an amendment of such Existing Letter of Credit, in the form and content attached as Exhibit F-2 hereto, that, among other things, (A) increases the Letter of Credit Amount (as described in the Basic Lease Information set forth in the Original Lease) by the amount of Six Hundred Seventy-nine Thousand One Hundred Eighty-three Dollars ($679,183.00), with the result that, simultaneously with the execution of this Third Amendment, such Letter of Credit Amount shall be increased to the amount of Eight Hundred Fifty-eight Thousand One Hundred Five Dollars ($858,105.00) and (B) extends the applicability of the letter Existing Letter of credit attached hereto on Exhibit D and made a part hereofCredit, as so amended, to Tenant’s obligations under the Lease, as amended by this Third Amendment. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior Notwithstanding anything to the date which is thirty (30) days contrary contained in the Lease and/or this Third Amendment, from and after the expiration Effective Date, (i) Article 27 of the fourth (4th) Original Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed deleted and replaced in its entirety by the terms and conditions set forth in Exhibit F-3 attached hereto and (ii) such terms and conditions shall apply with respect to be a default under the Existing Letter of Credit, as amended pursuant to the terms and conditions of this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Section 14.

Letter of Credit. Tenant has depositedshall deliver to Landlord, and shall maintain on deposit concurrently with Landlord at all times during the initial Term Tenant’s execution of this Lease, one or more an unconditional, clean, irrevocable letter(s) letter of credit (each a "Deposit the “L/-C"”) in the "Required amount set forth in Section 21.3 below (the “L-C Amount" (as hereinafter defined”), which L-C shall be issued by a bank which accepts deposits, maintains accounts, has a local San Francisco office which will negotiate a letter of credit, and whose deposits are insured by the FDIC, reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as security the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F1”, and a long term Fitch Rating which is not less than “A”(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service or Xxxxx’x Professional Rating Service) (collectively, the “Bank’s Credit Rating Threshold”), and which L-C shall be in the form of Exhibit G, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The L-C shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the full period commencing on the date of this Lease and prompt payment, performance and observance by Tenant of all continuing until the date (the “L-C Expiration Date”) that is no less than sixty (60) days after the expiration of the covenants Lease Term, as the same may be extended, and obligations Tenant shall deliver a new L-C or certificate of renewal or extension to be paidLandlord at least forty-five (45) days prior to the expiration of the L-C then held by Landlord, performed and/or observed without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev), International Chamber of Commerce Publication #500, or the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable: (A) such amount is due to Landlord under the terms and conditions of this Lease, or (B) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date, or (E) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (F) Tenant executes an assignment for the benefit of creditors, or (G) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there is otherwise a material adverse change in the financial condition of the Bank, and Tenant has failed to provide Landlord with a replacement letter of credit, conforming in all respects to the requirements of this Article 21 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 21.1 above), in the amount of the applicable L-C Amount, within ten (10) days following Landlord’s written demand therefor (with no other notice or cure or grace period being applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “L-C Draw Event”). The L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the L-C. In addition, in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or similar entity, then, effective as of the date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet the requirements of this Article 21, and, within ten (10) days following Landlord’s notice to Tenant of such receivership or conservatorship (the “L-C FDIC Replacement Notice”), Tenant shall replace such L-C with a substitute letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Article 21. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 21.1, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for the payment of any and all damages for which Tenant, shall be final by reason costs incurred with the review of any act replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued is otherwise requested by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Tenant.

Letter of Credit. Subject to other provisions of this paragraph Tenant has depositedshall deliver to Landlord, and shall maintain on deposit with Landlord at all times during the initial Term upon Tenant’s execution of this Lease, one or more unconditional, irrevocable letter(s) a Letter of credit (each a "Deposit L/C") in the "Required Amount" Credit (as hereinafter defined), ) in the amount of $158,681.25 and upon each anniversary of the Term or Renewal Term shall amend said Letter of Credit such that at all times the face amount or the Letter of Credit shall equal three (3) months then prevailing Fixed Rent as security a guaranty for the full and prompt payment, faithful performance and observance by Tenant of all of the terms, covenants and obligations conditions of this Lease. The letter of credit shall be in the form of a clean, irrevocable, non-documentary and unconditional stand-by letter of credit (the “Letter of Credit”) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the City of New York (the “Issuing Bank”) and in the event that the Issuing Bank is not located in the United States, the Letter of Credit shall be confirmed by any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the City of New York (the “Confirming Bank”), which, in each case, is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “A” or better by Xxxxx’x Investors Service or “A” or better by Standard & Poor’s Rating Service. The Letter of Credit shall (a) name Landlord as beneficiary, (b) have a term of not less than one year, (c) permit multiple drawings, (d) be paid, performed and/or observed on the part of Tenant under this Lease and for fully transferable by Landlord without the payment of any fees or charges by Landlord, and all damages for which Tenant, (e) otherwise be in form and content reasonably satisfactory to Landlord. If upon any transfer of the Letter of Credit any fees or charges shall be final by reason of any act so imposed, then such fees or omission contrary to any of the provisions of this Lease. Each Deposit L/C charges shall be issued payable solely by a bank reasonably acceptable Tenant and the Letter of Credit shall specify that it is transferable without charge to Landlord. If Landlord pays any such fees or charges, Tenant shall reimburse Landlord therefor upon demand. The Letter of Credit and any confirmation thereof shall provide that it shall be substantially automatically renewed (and confirmed, if required), without amendment or need for any other action, for consecutive periods of one year each thereafter during the Term, as the same may be extended (and in no event shall the form Letter of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date Credit expire prior to the 45th day following the Expiration Date) unless the Issuing Bank or Confirming Bank sends duplicate notices (the “Non-Renewal Notices”) to Landlord by registered or certified mail, return receipt requested (one of which shall be addressed “Attention, Chief Legal Officer” and the other of which shall be addressed “Attention, Chief Financial Officer”), not less than 45 days next preceding the then expiration date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, Letter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit or if that the issuing bank shall give written notice Confirming Bank has elected not to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond continue to confirm the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry dateLetter of Credit, as the case may be. The Issuing Bank shall agree with all beneficiaries, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply drawers, endorsers, transferees and bona fide holders that drafts drawn under and in compliance with the provisions terms of the preceding sentence prior Letter of Credit will be duly honored upon presentation to the commencement Issuing Bank (or Confirming Bank, if applicable) at an office location in New York, New York or by fax or mail to a banking office outside of said thirty (30) day period New York. The Letter of Credit shall be deemed subject in all respects to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590, as the same may be a default under amended or replaced. Notwithstanding the foregoing Tenant may initially deposit with Landlord cash security in the amount of $158,681.25, provided that within sixty (60) days of execution of this Lease and Landlord mayTenant simultaneously exchanges a Letter of Credit for such cash security. Additionally, at any time during said thirty (30) day periodthe Term or the Renewal Term, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Tenant shall be entitled to exchange an existing Letter of Credit with another Letter of Credit compliant with this Article.

Letter of Credit. (1 ) Tenant will deliver to Landlord contemporaneously with Tenant’s execution and delivery of this Lease an irrevocable letter of credit payable in Portland, Oregon, in the amount of the required Security Deposit set forth in the Section 1.J above, issued for the benefit of the Landlord by a bank reasonably satisfactory to Landlord (the “Issuing Bank”) which: (i) has depositedan A.M. Best Bank Deposit Rating of “a” or better; (ii) has a Standard & Poors Bank Survivability Assessment Rating of “A” or better; and (iii) has a Xxxxx’x Bank Financial Strength Rating of “B+” or better, in each case without qualification by “-” or other reduction or negative qualification of such rating) (collectively, the “L/C Issuer Requirements”). Notwithstanding that the Issuing Bank may have met the UC Issuer Requirements upon issuance of the letter of credit, if, during the Lease Term, the Issuing Bank fails to meet the L/C Issuer Requirements, or if the Issuing Bank enters into any form of regulatory or governmental receivership or other similar regulatory or governmental proceeding including, without limitation, any receivership instituted or commenced by the Federal Deposit Insurance Corporation (FDIC) or is otherwise declared insolvent or downgraded by the FDIC or put on an FDIC “watchlist,” or if the financial condition of the Issuing Bank changes in any other materially adverse way, as reasonably determined by Landlord, then Tenant shall within 10 days after written notice from Landlord deliver to Landlord a replacement letter of credit which meets the requirements of this Section 16.B and issued by an Issuing Bank meeting the L/C Issuer Requirements; Tenant’s failure to do so will, notwithstanding anything in this Lease to the contrary, constitute a Default for which there will be no notice or grace or cure period applicable thereto (other than the aforesaid 10-day period), and shall maintain on deposit with will give Landlord at all times during the initial Term immediate right, without further notice to Tenant, to draw upon such letter of this Lease, one or more unconditional, irrevocable letter(s) credit. If Tenant replaces such letter of credit pursuant to the foregoing, Landlord will, within 30 days after Landlord’s receipt of the replacement letter of credit, deliver to Tenant the letter of credit so replaced. Each letter of credit will be irrevocable for the term of such letter of credit and will provide that it is automatically renewable for a period ending not earlier than 60 days after the expiration of the Lease Term (each a "Deposit the “Final L/C"C Expiration Date”) in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed without any action whatsoever on the part of Tenant under this Lease and for Landlord. However, the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary Issuing Bank will have the right not to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the renew said letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides written notice to Landlord given not less than 60 days before the expiration of the then current term thereof (it being understood, however, that the amount drawable thereunder shall cease privilege of the Issuing Bank not to be available on a date prior renew said letter of credit will not, in any event, diminish the obligation of Tenant to maintain such irrevocable letter of credit with Landlord through the date which is thirty sixty (3060) days after the expiration of the fourth (4th) Lease Year, or if Term). Tenant must be the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions applicant of the preceding sentence prior to the commencement letter of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "credit.

Letter of Credit. Tenant has deposited(a) On the second Business Day after Sellers notify Purchaser that the Approval Motion is ready to be filed, Purchaser shall (i) cause Bank of America to issue the Letter of Credit and Purchaser shall deliver such Letter of Credit to PST to be held for the account of Sellers and (ii) take possession of the NRTC Letters of Credit, and concurrently therewith, Sellers and the Creditors' Committee will file the Approval Motion. (b) At the Closing, at Purchaser's election (which election shall maintain on deposit with Landlord be made by Purchaser and communicated to Sellers at all times during least two Business Days prior to the initial Term of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter definedClosing), as security for PST shall either (i) surrender the full and prompt payment, performance and observance by Tenant Letter of all Credit to Purchaser without drawing thereon against payment of the covenants and obligations Net Purchase Price by Purchaser in immediately available funds or (ii) draw upon the Letter of Credit to be paid, performed and/or observed on the part of Tenant under this Lease and for extent necessary to satisfy the payment of any the Net Purchase Price hereunder (and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D shall terminate following such draw). (c) If all conditions set forth in Sections 10.1, 10.2 and made 10.3, other than those in Section 10.3(d), have been or are capable of being immediately satisfied (or have been waived by the party entitled to waive that condition), and the Bankruptcy Court shall have determined in an Order that the failure of the condition in Section 10.3(d) is solely a part hereofresult of Purchaser's breach of its agreements and obligations in Section 8.3, Sellers can elect to draw upon the Letter of Credit an amount equal to the Net Purchase Price. If any Deposit L/C provides Sellers make such election, (i) Sellers must sell, transfer and assign to Purchaser, and Purchaser shall acquire and assume from Sellers, those Purchased Assets and Assumed Liabilities that the amount drawable thereunder shall cease are allowed to be available on a date prior transferred pursuant to the date which is thirty HSR Act, (30ii) days after the expiration Effective Date of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period Settlement Agreement shall be deemed to have occurred and the releases in favor of Sellers and their Affiliates, Purchaser and its Affiliates and NRTC shall be a default granted and fully operative as more fully set forth in the Settlement Agreement, (iii) Sellers shall deliver the items required by Section 4.2 and Purchaser shall deliver the items required by Section 4.3, including the NRTC Letters of Credit, and (iv) Purchaser and Sellers each agree to comply with their obligations under Section 8.3 and shall transfer the remaining Purchased Assets and assume the Assumed Liabilities as soon as legally permissible, effective as of the Closing Date. Nothing in this Section 3.4(c) shall relieve any party of its obligations under the Agreement. Notwithstanding anything in this Agreement to the contrary, the parties hereby agree that if the Sellers elect to draw upon the Letter of Credit pursuant to this Section 3.4(c), the amount of such draw shall be the sole and exclusive remedy of Sellers against Purchaser for Purchaser's breach of Section 8.3. If despite the parties using commercially reasonable efforts to satisfy the obligations under Section 8.3, Purchaser never receives all of the Purchased Assets under this Lease Agreement, Purchaser acknowledges that in such event Purchaser is not entitled to refund of the Net Purchase Price paid under this Section 3.4(c). Sellers' retention of the Net Purchase Price shall be in consideration of (i) the Purchased Assets, if any, transferred to Sellers, (ii) Sellers' covenants to transfer the Purchased Assets to Purchaser when legally permissible, (iii) the covenants of Sellers in the Settlement Agreement, and Landlord may(iv) liquidated damages for Purchaser's breach of Section 8.3 hereof (Sellers and Purchaser acknowledge that it would be impossible to calculate, at any time during said thirty and such liquidated damages constitute a reasonable estimate of, such damages). (30d) day periodIf all the conditions set forth in Sections 10.1, 10.2 and 10.3 have been or are capable of being immediately satisfied (or have been waived by the party entitled to waive that condition) as determined by an Order of the Bankruptcy Court, and Purchaser fails to deliver the Net Purchase Price, Sellers can elect to draw upon the Letter of Credit an amount equal to the Net Purchase Price. If Sellers make such Deposit L/C election, (i) Sellers must sell, transfer and retain as a security deposit hereunder the amount so drawn. As used hereinassign to Purchaser, and Purchaser shall acquire and assume from Sellers, the Purchased Assets and Assumed Liabilities, (ii) the Effective Date of the Settlement Agreement shall be deemed to have occurred and the releases in favor of Sellers and their Affiliates, Purchaser and its Affiliates and NRTC shall be granted and fully operative as more fully set forth in the Settlement Agreement and (iii) Sellers shall deliver the items required by Section 4.2 and Purchaser shall deliver the items required by Section 4.3; provided, however, that if Purchaser fails or refuses to deliver any such items, then the Closing shall nonetheless occur. (i) If the Closing has not taken place and Purchaser has not extended the term of the Letter of Credit on or prior to the Business Day immediately preceding the day on which the Letter of Credit is scheduled to expire, PST can elect to draw upon the Letter of Credit an amount equal to the full amount thereof on the Business Day immediately preceding the day on which the Letter of Credit is scheduled to expire or on the expiration date of the Letter of Credit (an "Expiration Draw Date") pursuant to clause (ii) below; provided, however, that Purchaser can elect to replace the Letter of Credit with a substitute letter of credit, identical in all respects other than the Expiration Draw Date to the Letter of Credit, in an amount equal to $875,000,000 with a future expiration date, and if such substitute letter of credit is issued and delivered to PST in exchange for the expiring Letter of Credit to be held for the account of Sellers, prior to the Business Day preceding the Expiration Draw Date, Sellers will have no further rights under this Section 3.4(e) with respect to such expiring Letter of Credit. (ii) If PST elects to draw upon the Letter of Credit in accordance with Section 3.4(e)(i), Sellers must arrange for such funds (the "Trust Funds") to be held in trust for the benefit of Purchaser until the earliest of (A) the Closing Date (at such time the Net Purchase Price will be paid to Sellers out of such Trust Funds and any remaining amounts will be delivered to Purchaser), (B) Purchaser provides Sellers with a substitute letter of credit to be issued and delivered to PST to be held for the account of Sellers in an amount equal to the Trust Funds (less any accrued interest) (at such time, Sellers will promptly arrange for the Trust Funds (and any accrued interest accrued thereon) to be released to Purchaser), and (C) the termination of this Agreement (at such time the Trust Funds (and any accrued interest thereon) will be released to Purchaser, unless Sellers shall be entitled to the Net Purchase Price pursuant to Sections 3.4(c) or 3.4(d).) (f) Purchaser agrees to provide advance written notice to Sellers and the Creditors' Committee if it intends to file a motion with the Bankruptcy Court to terminate the Letter of Credit.

Letter of Credit. In lieu of a cash deposit, Tenant has depositedmay ---------------- deliver the Security Deposit to Landlord in the form of a clean, irrevocable, non-documentary and shall maintain on deposit with Landlord at all times during the initial Term of this Lease, one or more unconditional, irrevocable letter(s) unconditional letter of credit (each a the "Deposit L/CLetter of Credit") issued by and drawable upon (i) Bank of Boston or (ii) any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in San Francisco, California, satisfactory to Landlord (the "Issuing Bank"), which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as "+" or "-" or numerical notation, "Aa" or better by Xxxxx'x Investors Service and "AA" or better by Standard & Poor's Rating Service, and has combined capital, surplus and undivided profits of not less than Five Hundred Million Dollars ($500,000,000.00). Such Letter of Credit shall (a) name Landlord as beneficiary, (b) be in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all amount of the covenants and obligations to Security Deposit, (c) have a term of not less than one year, (d) permit multiple drawings, (e) be paid, performed and/or observed on the part of Tenant under this Lease and for fully transferable by Landlord without the payment of any fees or charges by Landlord, and all damages for which Tenant(f) otherwise be in form and content satisfactory to Landlord. If upon any transfer of the Letter of Credit, any fees or charges shall be final so imposed, then such fees or charges shall be payable solely by reason Tenant and the Letter of any act or omission contrary Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term unless the Issuing Bank sends a notice (the "Non-Renewal Notice") to any Landlord by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the provisions Letter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. Landlord shall have the right, upon receipt of the Non-Renewal Notice, to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold or apply the cash proceeds of the Letter of Credit pursuant to the terms of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Article 33 until Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish delivers to Landlord a renewal or extension substitute Letter of such Deposit L/C or a new Deposit L/C. Failure to comply Credit which meets the requirements of this Section 33.2. The Issuing Bank shall agree with all drawers, endorsers and bona fide holders that drafts drawn under and in compliance with the provisions terms of the preceding sentence prior Letter of Credit will be duly honored upon presentation to the commencement Issuing Bank at an office location in San Francisco, California, or with respect to the Bank of said thirty (30) day period Boston, any of its offices in the States of California or New York. The Letter of Credit shall be deemed subject in all respects to be a default under this Lease the Uniform Customs and Landlord mayPractice for Documentary Credits (1993 revision), at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnInternational Chamber of Commerce Publication No. As used herein, the term "500.

Letter of Credit. Within five (5) Business Days following Xxxxxx’s execution and delivery of this Lease (it being acknowledged that Xxxxxxxx’s execution and delivery of this Lease is conditioned upon Landlord’s receipt of the Letter of Credit), Tenant has depositedshall deliver to Landlord a clean, irrevocable letter of credit in the amount set forth in Section 1, which shall comply with, and may be drawn by Landlord in accordance with, the provisions of Exhibit G attached hereto (such letter of credit, together with any renewal or replacement thereof in accordance herewith, being referred to herein as the “Letter of Credit”). Landlord hereby preapproves Silicon Valley Bank and the form Letter of Credit attached hereto as Schedule G-1. Notwithstanding any provision herein to the contrary, so long as (A) Tenant shall maintain on deposit with Landlord at all times during the initial Term of not be, or have been, in monetary or material non-monetary Default under this Lease, one or more unconditional(B) this Lease is still in full force and effect, irrevocable letter(sand (C) Tenant provides Landlord with written notice requesting the same (requirements (A) through (C), collectively, the “Letter of credit (each Credit Reduction Conditions”), then Tenant shall be entitled to reduce the required amount of the Letter of Credit to $2,797,549.99 upon the expiration of the Fourth Phase Premises Lease Year 3, and Tenant may thereafter deliver to Landlord a "Deposit L/C") substitute Letter of Credit, conforming to the requirements hereof, in the "Required Amount" (as hereinafter defined)sum of such reduced amount. Upon Tenant complying with the Letter of Credit Reduction Conditions set forth above, as security for the full and prompt payment, performance and observance by Tenant of all required amount of the covenants and obligations to be paid, performed and/or observed on the part Letter of Tenant under this Lease and for the payment of any and all damages for which Tenant, Credit shall be final by reason so reduced. Upon and as a condition to such reduction, Tenant shall deliver to Landlord a substitute Letter of any act or omission contrary Credit, conforming to any the requirements hereof, in the sum of the provisions reduced Letter of this Lease. Each Deposit L/C Credit amount, whereupon Landlord shall be issued by a bank reasonably acceptable surrender to Landlord and shall be substantially in Tenant the form Letter of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is Credit being so replaced within thirty (30) days after Days; provided, however, that in no event shall the expiration amount of the fourth (4th) Lease YearLetter of Credit hereunder ever be less than $2,797,549.99. Upon Xxxxxxxx’s receipt of a substitute Letter of Credit in compliance with Exhibit G, or if the issuing bank shall give written notice Xxxxxxxx agrees not to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount Letter of Credit being so drawn. As used herein, the term "replaced.

Letter of Credit. Effective upon Tenant's execution of this Second Amendment, Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term of this Lease, one or more unconditional, an irrevocable letter(s) standby letter of credit (each a "Deposit L/CLOC") in the "Required Amount" amount of Two Hundred Fifty Thousand Dollars (as hereinafter defined$250,000), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the The form of the LOC and the issuing bank (which bank must have a branch located in the City of Denver, Colorado, "Bank") are subject to Landlord's continuing approval. Such LOC and all renewals, replacements and supplements to such letter of credit attached hereto shall: (a) provide that the sole condition precedent to payment by Bank to Landlord under the LOC shall be the receipt by Bank via facsimile (or such other electronic means as is acceptable to Bank) from Landlord of a written certification from Landlord that it is entitled to make the draw under the terms of the Lease, with the original of the LOC to follow in the case of a full draw; (b) be issued for a minimum period of one year; (c) be kept in effect for at least 60 days after the end of the Term to allow Landlord time to make any remaining claims against it; and (d) be transferable for a fee not exceeding $300, which amount shall be paid by Tenant in the event of a transfer. Landlord may draw on Exhibit D the LOC and made treat the proceeds as cash security if (1) there has been an uncured default under the Lease, (2) Landlord has not received a part hereofsatisfactory renewal or replacement LOC at least 30 days prior to expiration of the LOC, or if the Bank has failed to confirm in writing that the LOC has been so extended, or (3) the Bank no longer meets Landlord's credit standards and Tenant has not provided a replacement LOC from an approved Bank. Tenant may exchange the LOC with cash security paid to Landlord. If any Deposit L/C provides the Premises are sold, upon request of Landlord, Tenant shall cause the LOC to be re-issued in the name of the new landlord at Tenant's cost. If a lender to Landlord requires that the amount drawable thereunder LOC be held by the lender as additional security, Tenant shall cease cooperate and shall cause the issuer of the LOC to be available on cooperate in the assignment of rights under the LOC to such lender and any reasonable modifications in the LOC regarding assignment, at Tenant's cost. It is expressly agreed that the re-entry of the Premises by Landlord after a date Tenant default prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Yearshall not be deemed a termination of this Lease so as to entitle Tenant to revoke the LOC, or if and the issuing bank LOC shall give written notice to be retained and remain in the possession of Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, until at least thirty (30) 60 days prior after the end of the Term of this Lease or until it is replaced by cash security. Actions by Landlord against Tenant for breach of this Lease shall in no way be limited or restricted by the amount of the LOC or cash security and resort to such LOC or cash security shall not waive any other rights or constitute an election of remedies which Landlord may have. If Landlord draws on an LOC, the date specified in funds drawn shall serve as cash security and may be applied to cure defaults under the Lease. It is expressly agreed that such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C security deposit shall not constitute an advance rental deposit or a new Deposit L/C. Failure to comply with measure of Landlord's damages in case of Tenant's default. The security deposit must remain in place for 60 days following the provisions end of the preceding sentence prior Term so that Landlord can determine whether any additional amounts are owing and any portion of the deposit in the form on an LOC must not have an expiration date sooner than 60 days after expiration or termination or Landlord may draw the LOC to insure that the commencement cash will be available for any amounts owed. Tenant shall not seek to enjoin or otherwise prevent any draw on the LOC and acknowledges that the only effect of said thirty (30) day period a wrongful draw shall be deemed to be substitute cash security for the LOC thus causing Tenant no legally cognizable damages. If there is a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used hereinwrongful draw, the parties will cooperate to allow Tenant to post a replacement LOC in exchange for those funds. Provided that there have been no defaults by Tenant under the Lease, then the LOC amount shall be reduced as follows: effective October 1, 2016 to $200,000; effective October 1, 2017 to $150,000, and effective October 1, 2018 and continuing without further reduction through the remainder of the lease term "and any extension thereof, to $102,400.

Letter of Credit. Tenant has depositedAs used in this Lease, the term "Letter of Credit" shall mean an unconditional and irrevocable letter of credit issued by a federally-insured banking institution acceptable to Landlord (the "Letter of Credit") in the face amount of One Million and No/100 Dollars ($1,000,000.00) in the form and substance acceptable to Landlord, which shall maintain on deposit be held by Landlord as the Security Deposit in accordance with Landlord at all times during the provisions of this Section 20. If the Letter of Credit (or any replacement thereof) is issued for an effective period of time less than the seven (7) year initial Term of this Lease, one or more unconditionalTenant shall from time to time, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is not later than thirty (30) days after prior to the expiration of the fourth Letter of Credit, replace each such expiring Letter of Credit with a new Letter of Credit in the same amount (4thsubject to the reduction referenced in Section 20.D below), and upon the same terms and conditions as the expiring Letter of Credit. The Letter of Credit (and any replacement thereof) Lease Year, or if may be drawn upon by Landlord under the issuing bank shall give written notice terms and conditions as provided in this Section 20. Failure of Tenant to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond renew the then current expiry date, Tenant shall, Letter of Credit at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension its expiration shall constitute an Event of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default Default under this Lease and Landlord mayshall entitle Landlord, at in addition to the other remedies contained in this Lease, and without any time during said thirty (30) day periodfurther notice to Tenant, to draw upon the Letter of Credit. If for any reason Landlord shall have failed to draw upon the Letter of Credit prior to its expiration (or if the issuer shall have been rendered unable to honor such Deposit L/C and retain draw request for any reason, including due to governmental regulatory intervention or financial deterioration), Tenant shall immediately upon demand from Landlord, deliver to Landlord a replacement Letter of Credit in the same amount as a security deposit hereunder the amount so drawn. As used herein, the term "Letter of Credit that had expired (or had been rendered incapable of being honored).

Letter of Credit. Tenant has deposited4.1 Upon Sublease execution, and Subtenant shall maintain on deposit with Landlord at all times during the initial Term of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), deliver to Sublandlord as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and Subtenant’s obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for Sublease an unconditional, irrevocable letter of credit (the payment “Security L-C”) in the amount of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease$355,720.00). Each Deposit Any such Security L/-C shall shall: (a) be issued by a commercial bank reasonably acceptable satisfactory to Landlord Sublandlord (“Issuer”); (b) be a stand-by, at-sight, irrevocable letter of credit; (c) identify Sublandlord as beneficiary and shall be substantially payable by delivery of the Security L-C to Issuer by overnight courier, if not payable in San Francisco, California; (d) be for an initial one (1) year term, automatically renew for successive periods of one (1) year, subject to (30) days prior notice to Sublandlord in the form event of non-renewal, and in the letter event of credit attached hereto on Exhibit D and made non-renewal, Subtenant shall provide a part hereof. If any Deposit new Security L/-C provides that the amount drawable thereunder shall cease or cash security deposit to be available on a date Sublandlord prior to the date which of non-renewal, satisfying the requirements set forth herein; (e) provide that it is thirty governed by the Uniform Customs and Practice for Documentary Credits (301993 revisions), International Chamber of Commerce Publication No. 500; (f) days after provide that it is unconditional, may be drawn without prior notice of default to the expiration Subtenant and provided that in an event of insolvency, including bankruptcy, or assignment for the fourth benefit of creditors by Subtenant, gives rise to the right of Sublandlord to demand payment under the Security L-C and the resulting obligation to pay; and (4thg) Lease Yearbe in a form and content reasonably acceptable to Sublandlord. Subtenant shall pay all expenses, points and/or fees incurred by Subtenant in obtaining the Security L-C. 4.2 The Security L-C shall be held by Sublandlord as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease to be kept and performed by Subtenant during the Term. The Security L-C shall not be mortgaged, assigned or encumbered in any manner whatsoever by Subtenant without the prior written consent of Sublandlord. Upon a default by Subtenant, including, but not limited to, the provisions relating to the payment of Rent, or if Subtenant fails to renew the issuing bank shall give written notice to Landlord that it will not extend such Deposit Security L/-C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior before its expiration, Sublandlord may, but shall not be required to, draw upon all or any portion of the Security L-C for payment of any Rent or any other sum in default, or for the payment of any amount that Sublandlord may reasonably spend or may become obligated to spend by reason of Subtenant’s default, or to compensate Sublandlord for any other loss or damage that Sublandlord may suffer by reason of Subtenant’s default. The use, application or retention of the Security L-C, or any portion thereof, by Sublandlord shall not (a) prevent Sublandlord from exercising any other right or remedy provided by this Sublease or by law, it being intended that Sublandlord shall not first be required to proceed against the Security L-C, nor (b) operate as a limitation on any recovery to which Sublandlord may otherwise be entitled. Any amount of the Security L-C which is drawn upon by Sublandlord, but is not used or applied by Sublandlord shall be held by Sublandlord and deemed a security deposit (the “Security L-C Security Deposit”). If all or any portion of the Security L-C is drawn upon, Subtenant shall, within five (5) days after written demand therefore, either (i) deposit cash with Sublandlord (which cash shall be applied by Sublandlord to the date specified Security L-C Security Deposit) in such an amount sufficient to cause the sum of the Security L-C Security Deposit and the amount of the remaining Security L/-C as being the date on which such drawable amount will cease to be availableequivalent to the amount of the Security L-C then required under this Sublease, or (ii) reinstate the Security L-C to the amount then current expiry daterequired under this Sublease, as and any remaining Security L-C Security Deposit shall be returned to Subtenant within ten (10) days thereafter. If any portion of the case may beSecurity L-C Security Deposit is used or applied, Subtenant shall, within five (5) days after written demand therefore, deposit cash with Sublandlord (which cash shall be applied by Sublandlord to the Security L-C Security Deposit) in an amount sufficient to restore the Security L-C Security Deposit to its original amount, and Subtenant’s failure to do so shall be a non-curable default. The Security L-C Security Deposit and/or the Security L-C, or any balance thereof, shall either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply be drawn upon and applied by Sublandlord in accordance with the provisions of the preceding sentence prior terms hereof or shall be returned to the commencement of said Subtenant within thirty (30) day period days following the Expiration Date or earlier termination of the Sublease. Subtenant acknowledges and agrees that the Security L-C constitutes a separate and independent contract between Sublandlord and the issuing bank, that Subtenant is not a third party beneficiary of such contract, and that Sublandlord’s claim under the Security L-C for the full amount due and owing thereunder shall be deemed not be, in any way, restricted, limited, altered or impaired by virtue of any provision of the Bankruptcy Code, including, but not limited to, Section 502(b)(6) of the Bankruptcy Code. 4.3 Notwithstanding anything herein to be the contrary, Subtenant shall have the option, from time to time, to deliver to Sublandlord a cash security deposit in lieu of the Security L-C. Subtenant hereby waives the provisions of California Civil Code Section 1950.7, and all other provisions of law now in force or that become in force after the date of execution of this Sublease that restrict Subtenant’s use or application of the Security L-C Security Deposit, or any cash security deposit, and following any default by Subtenant Sublandlord shall have the right to hold the Security L-C Security Deposit and/or any cash security deposit until determination of any damages payable by Subtenant in accordance with Section 1951.2 of the California Civil Code. 4.4 As long as Subtenant has not breached its obligations under this Sublease, and has not been late in the payment of Rent, Subtenant shall have the right to reduce the amount of the Security L-C by the amount of $158,097.77 on each of the first and second anniversary of the Commencement Date. If the Sublease is terminated in advance of the Expiration Date for a reason other than a default by Subtenant, and Subtenant has performed its obligations under this Lease and Landlord maySublease, at then Sublandlord shall reasonably cooperate with Subtenant in the return of any time during said thirty (30) day period, draw upon such Deposit remaining portion of the Security L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "-C.

Letter of Credit. Tenant has deposited, and shall maintain on For the deposit with Landlord at all times during the initial Term required pursuant to Subsection A of this LeaseArticle, one or more unconditionalTenant shall deliver to Landlord a clean, irrevocable letter(s) irrevocable, non-documentary and unconditional letter of credit (each a "Deposit L/C"the “Letter of Credit”) issued by and drawn upon any commercial bank (the “Issuing Bank”) with offices for banking purposes in the "Required Amount" City of New York and having an S&P rating of not less than “A”, which Letter of Credit shall (as hereinafter defined)a) have a term of not less than one year, as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall (b) be substantially in the form of the letter of credit Exhibit 3 attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that otherwise in form and content reasonably satisfactory to Landlord, (c) be for the account of Landlord, (d) be in the amount drawable thereunder shall cease to of the Security Deposit, (e) be available on a date prior to the fully transferable by Landlord without any fees or charges therefor, (f) have an expiration date which is thirty not earlier than sixty (3060) days after the expiration of the fourth Expiration Date, and (4thg) Lease Year, or if the issuing bank shall give written notice to Landlord provide that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter during the term of this Lease, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to be a default under Landlord by certified mail, return receipt requested, not less than forty five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. The Letter of Credit shall provide that Landlord shall have the right, exercisable upon receipt of the Non-Renewal Notice, by sight draft on the Issuing Bank, to receive the monies represented by the existing Letter of Credit and to hold such proceeds pursuant to the terms of this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain Article as a cash security deposit hereunder pending the amount so drawn. As used herein, the term "replacement of such Letter of Credit.

Letter of Credit. Tenant has deposited, and shall maintain on deposit Simultaneously with Landlord at all times during the initial Term Lessee’s delivery to Lessor of this LeaseLease and the first month’s Base Rent, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined)Lessee shall deliver to Lessor, as security collateral for the full and prompt payment, faithful performance and observance by Tenant Lessee of all of the covenants and its obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment all losses and damages Lessor may suffer as a result of any and all damages for which Tenant, shall be final default by reason of any act or omission contrary to any of the provisions of Lessee under this Lease. Each Deposit L/C shall be , an irrevocable and unconditional negotiable Letter of Credit, in the form and containing the terms required herein, payable in the City of San Jose, California running in favor of Lessor issued by a solvent bank reasonably acceptable to Landlord and under the supervision of the Superintendent of Banks of the State of California, or a National Banking Association, in the amount of Six Hundred Twelve Thousand One Hundred Nineteen Dollars ($612,119.00) (the “Letter of Credit”). So long as Lessee is not then, or has not been in breach of any provision of the lease, then the Letter of Credit amount will decrease One Hundred Thousand Dollars ($100,000.00) per year on each anniversary date of the lease, commencing on the third anniversary of the lease. The Letter of Credit shall be substantially (a) at sight and irrevocable, (b) maintained in effect, whether through replacement, renewal or extension, for the form entire Lease Term (the “Letter of the letter Credit Expiration Date”) and Lessee shall deliver a new Letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease Credit or certificate of renewal or extension to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, Lessor at least thirty (30) days prior to the date specified expiration of the Letter of Credit, without any action whatsoever on the part of Lessor, (c) subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev) International Chamber of Commerce Publication #500, (d) acceptable to Lessor in its reasonable discretion, and (e) fully assignable by Lessor and permit partial draws. Following the Commencement Date, the initial Letter of Credit shall be in the amount of Six Hundred Twelve Thousand One Hundred Nineteen Dollars ($612,119.00) (the “Original Letter of Credit Amount”). In addition to the foregoing, the form and terms of the Letter of Credit (and the bank issuing the same) shall be acceptable to Lessor, in Lessor’s reasonable discretion, and shall provide, among other things, in effect that: (1) Lessor, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit upon the presentation to the issuing bank of Lessor’s (or Lessor’s then managing agent’s) statement than such Deposit L/C amount is due to Lessor under the terms and conditions of this Lease, it being understood that is Lessor or its managing agent be a corporation, -partnership or other entity, then such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity); (2) the Letter of Credit will be honored by the issuing bank without inquiry as being to the date on which accuracy thereof and regardless of whether the Lessee disputes the content of such drawable amount will cease statement; and (3) in the event of a transfer of Lessor’s interest in the Building, Lessor shall transfer the Letter of Credit, in whole or in part (or cause a interest in the Building, Lessor shall transfer the Letter of Credit, in whole or in part (or cause a substitute Letter of Credit to be availabledelivered, as applicable), to the transferee and thereupon the Lessor shall, without any further agreement between the parties, be released by Lessee from all liability therefore, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to a new Lessor. If, as a result of any such application of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the Original Letter of Credit Amount or the then current expiry dateReduced Letter of Credit Amount, as the case may be, either furnish Lessee shall within five (5) days thereafter provide Lessor with additional letter(s) of credit in an amount equal to Landlord a renewal the deficiency (or extension replacement Letter of Credit in the total amount of the Original Letter of Credit Amount or Reduced Letter of Credit Amount, as the case may be, and each such Deposit L/C additional (or a new Deposit L/C. Failure to replacement) letter of credit shall comply with all of the provisions of this Paragraph 52, and if Lessee fails to do so, the preceding sentence prior same shall constitute an incurable default by Lessee. Lessee further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Lessor not its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, it the Letter of Credit expires earlier than the Letter of Credit Expiration Date, Lessor will accept a renewal thereof or substitute Letter of Credit (such renewal or substitute Letter of Credit to the commencement of said be in effect not later than thirty (30) day period days prior to the expiration thereof), which shall be deemed irrevocable and automatically renewable as above provided through the Letter of Credit Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may acceptable to be Lessor in its reasonable discretion. However, if the Letter of credit is not timely renewed or a default under this Lease and Landlord maysubstitute Letter of Credit is not timely received, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder or if Lessee fails to maintain the Letter of Credit in the amount so drawn. As used hereinand terms set forth in this paragraph 52, Lessor shall have the term "right to present such Letter of Credit to

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during Within five (5) business days following the initial Term mutual execution of this First Amendment, Tenant shall provide to Landlord, at Tenant’s sole cost and expense and in addition to the irrevocable standby letter of credit that it provided Landlord in accordance with Section 8 of the Original Lease, one or more unconditional, a second irrevocable letter(s) standby letter of credit (each a "Deposit L/C") in the "Required Amount" amount of Eight Hundred Ninety Thousand Three Hundred Sixty-Seven Thousand and 12/100 Dollars (as hereinafter defined$890,367.12) (including replacements thereof permitted hereunder, the “Expansion Letter of Credit”), . The Expansion Letter of Credit and any cash proceeds thereof shall be held as security for the full and prompt payment, faithful performance and observance by Tenant of all of the covenants and obligations provisions of the Lease to be paidperformed or observed by Tenant (the cash proceeds of the Expansion Letter of Credit, performed and/or observed on and any other funds held by Landlord in accordance with the terms of Section 8 of the Original Lease, are part of Tenant under this what is referred to in the Lease as the Security Deposit. The Expansion Letter of Credit is subject to all of the same terms and for conditions of the payment Lease as are applicable to the original Letter of Credit, with the exception that reductions in the amount of the Expansion Letter of Credit are not governed by the first paragraph of subsection 8(e), Reduction of Letter of Credit Amount, of the Original Lease but, instead, are governed by the following (with the second paragraph of said subsection 8(e), Reduction of Letter of Credit Amount, of the Original Lease governing both the original Letter of Credit and the Expansion Letter of Credit: “Notwithstanding anything to the contrary contained in the Section 8, if, as of any and all damages for which Tenantanniversary of the Expansion Premises Commencement Date, the Reduction Conditions (defined below) apply, then the face amount of the Letter of Credit shall be final reduced (w) on April 1, 2018, to Seven Hundred Twelve Thousand Two Hundred Ninety-Three and 70/100 Dollars ($712,293.70), (x) on April 1, 2019, to Five Hundred Thirty-Four Thousand Two Hundred Twenty and 28/100 Dollars ($534,220.28), (y) on April 1, 2020, to Three Hundred Fifty-Six Thousand One Hundred Forty-Six and 86/100 Dollars ($356,146.86), and (z) on April 1, 2021 to One Hundred Seventy-Eight Thousand Seventy-Three and 44/100 Dollars ($178,073.44). Any such reduction shall be effected either, at Tenant’s option (i) by reason an amendment to the then-existing Letter of any act or omission contrary to any Credit reducing the face amount of the provisions then-existing Letter of this Lease. Each Deposit L/C shall be issued Credit (which amendment Landlord agrees to promptly execute and deliver to the issuing bank) or (ii) by Tenant’s delivery of a bank reasonably acceptable replacement Letter of Credit to Landlord and shall be substantially in the form applicable reduced face amount, in which event Landlord agrees to promptly return the Letter of the letter of credit attached hereto on Exhibit D Credit then being held by Landlord to Tenant and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if execute such documentation as the issuing bank shall give written notice may reasonably require to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond effect the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension termination of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions Letter of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Credit.”

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term (a) Upon execution of this Lease, one or more Tenant shall deliver to Landlord an unconditional, irrevocable letter(s) irrevocable, transferable and negotiable standby letter of credit (each a the "Deposit L/C") in the an amount equal to $100,000.00 ("Required Face Amount" (as hereinafter defined"), issued by a bank or trust company ("Issuer") and in form and content acceptable to Landlord, in its sole and absolute discretion, as additional security for the full and prompt payment, performance and observance by Tenant of all of the covenants and Tenant's obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit An L/C in the form attached hereto as Exhibit E is hereby approved by Landlord. The L/C shall name Landlord as --------- beneficiary thereunder and provide that draws, including partial draws, at Landlord's election, will be issued honored upon the delivery to the Issuer of a certificate signed by a bank reasonably acceptable Landlord, or its authorized agent, that Tenant has failed to Landlord and shall be substantially in perform its obligations under the form of the letter of credit attached hereto on Exhibit D and made a part hereofLease. If any Deposit The L/C provides shall also provide that it will be automatically extended upon each renewal date unless the amount drawable thereunder shall cease Issuer thereof delivers to be available on a date Landlord, no later than forty-five (45) days prior to the stated expiration date which is thirty (30) days after the expiration of the fourth (4th) Lease YearL/C, or if the issuing bank shall give written notice of Issuer's intent not to Landlord that it will not extend such Deposit or renew the L/C for an additional twelve (12) months beyond C. During any period that Tenant is required to maintain the then current expiry dateL/C, Tenant shall, at least thirty (30) days prior to any expiration or termination of the date specified in such Deposit L/C, provide Landlord either with written confirmation that the existing L/C as being the date on which such drawable amount will cease to be available, automatically extended and renewed or the then current expiry date, as the case may be, either furnish to Landlord with a renewal or extension of such Deposit new L/C or a new Deposit that satisfies all of the requirements for the L/C. Failure C in this Section 36. In addition, upon a proposed sale or other transfer of any interest in the Building, the Land, this Lease or Landlord (including consolidations, mergers, or other entity changes), Tenant, at its sole cost and expense and upon ten (10) Business Days' notice, shall, concurrent with Landlord's delivery to comply with the provisions Tenant of the preceding sentence prior then outstanding L/C, deliver to any such transferees, successors, or assigns a replacement L/C on identical terms (except for the commencement stated beneficiary) from the same Issuer or another bank or trust company acceptable to Landlord, in Landlord's sole discretion, naming the new landlord as the beneficiary thereof Tenant's failure to perform or observe any of said thirty (30) day period the covenants set forth in this Section 36 for any reason shall be deemed entitle Landlord to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit on the full amount of the L/C and retain shall constitute an Event of Default under this Lease without the requirement of any notice from Landlord. Any amount(s) drawn under the L/C shall be held or used by Landlord in accordance with the terms of Section 4 of the Lease. (b) If there has been no Event of Default under the Lease during the eighteen (18) months preceding such request, and if Tenant has an initial public offering of the Tenant's stock which results in a market valuation of all issued and outstanding publicly traded common stock of Tenant that exceeds One Hundred Million Dollars ($100,000,000.00) (as a security deposit hereunder averaged over any five [5] consecutive days of public trading of Tenant's common stock following the amount so drawn. As used hereininitial public offering), then the Face Amount of the L/C shall be reduced to $50,000.00. (c) If, following any initial public offering of Tenant's stock on any public stock exchange there has been no Event of Default under the Lease during the eighteen (18) months preceding such request by Tenant, the term "market valuation of all issued and outstanding publicly traded common stock of Tenant exceeds One Hundred Million Dollars ($100,000,000.00) for each trading day during any consecutive twelve (12) consecutive month period, then the Face Amount of the L/C shall be reduced to $25,000.00.

Letter of Credit. In lieu of a cash Security Deposit, Tenant has depositedmay deliver the Security Deposit to Landlord in the form of a clean, irrevocable, non-documentary and shall maintain on deposit with Landlord at all times during the initial Term of this Lease, one or more unconditional, irrevocable letter(s) unconditional letter of credit (each a the "Deposit L/CLetter of Credit") issued by and drawable upon any commercial bank which is a member of the New York Clearing House Association or other bank satisfactory to Landlord, trust company, national banking association or savings and loan association (the "Issuing Bank"), which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as "+" or "-" or numerical notation, "Aa" or better by Xxxxx'x Investors Service and "AA" or better by Standard & Poor's Rating Service, and has combined capital, surplus and undivided profits of not less than $500,000,000.00. Landlord hereby approves BankBoston or Fleet Bank as the issuer of the Letters of Credit and the form of Letter of Credit attached hereto as Exhibit G. Such Letter of Credit shall (a) name Landlord as beneficiary, (b) be in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all amount of the covenants and obligations to Security Deposit, (c) have a term of not less than one year, (d) permit multiple drawings, (e) be paid, performed and/or observed on the part of Tenant under this Lease and for fully transferable by Landlord without the payment of any fees or charges by Landlord, and all damages for which Tenant(f) otherwise be in form and content reasonably satisfactory to Landlord. If upon any transfer of the Letter of Credit, any fees or charges shall be final so imposed, then such fees or charges shall be payable solely by reason Tenant. The Letter of any act or omission contrary Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term (and in no event shall the Letter of Credit expire prior to any the 30th day following the Expiration Date) unless the Issuing Bank sends a notice (the "Non-Renewal Notice") to Landlord by certified mail, return receipt requested, not less than 30 days next preceding the then expiration date of the provisions Letter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. Landlord shall have the right, upon receipt of the Non-Renewal Notice, to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold or apply the cash proceeds of the Letter of Credit pursuant to the terms of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable Article 28, until Tenant delivers to Landlord a substitute Letter of Credit which meets the requirements of this Section 28.2. The Issuing Bank shall agree with all drawers, endorsers and shall bona fide holders that drafts drawn under and in compliance with the terms of the Letter of Credit will be substantially duly honored upon presentation to the Issuing Bank (in person, by courier or otherwise provided in the attached approved form of Letter of Credit) at an office location in San Francisco, California, Boston, Massachusetts or the location of BankBoston's or Fleet Bank's letter of credit attached hereto on Exhibit D and made a part hereofdepartment. If any Deposit L/C provides that the amount drawable thereunder The Letter of Credit shall cease to be available on a date prior subject in all respects to the date which is thirty Uniform Customs and Practice for Documentary Credits (30) days after the expiration 1993 revision), International Chamber of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnCommerce Publication No. As used herein, the term "500.

Letter of Credit. In lieu of a cash deposit, Tenant may deliver the Security Deposit to Landlord in the form of a clean, irrevocable, non-documentary and unconditional letter of credit in the amount of the Security Deposit (the ‘Letter of Credit’) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking and drawing purposes in the City of New York (the ‘Issuing Bank’), which has depositedoutstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Xxxxx’x Investors Service and “AA” or better by Standard & Poor’s Ratings Service (and is not on credit-watch with negative implications), and has combined capital, surplus and undivided profits of not less than $500,000,000. The Letter of Credit shall maintain on deposit with (i) name Landlord at all times during the initial Term of this Leaseas beneficiary, one or more unconditional, irrevocable letter(s(ii) of credit (each a "Deposit L/C") be in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all amount of the covenants and obligations to Security Deposit, (iii) have a term of not less than one year, (iv) permit multiple drawings, (v) be paid, performed and/or observed on the part of Tenant under this Lease and for fully transferable by Landlord without the payment of any fees or charges, and all damages (vi) otherwise be in form and content satisfactory to Landlord; provided, however, that Landlord shall in no event be obligated to accept a Letter of Credit for which Tenantany amount less than $50,000. If upon any transfer of the Letter of Credit, any fees or charges shall be final by reason of any act so imposed, then such fees or omission contrary to any of the provisions of this Lease. Each Deposit L/C charges shall be issued payable solely by a bank reasonably acceptable to Landlord Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be substantially in deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to Term through the date which that is thirty (30) at least 60 days after the expiration of Expiration Date, unless the fourth Issuing Bank sends a notice (4ththe ‘Non-Renewal Notice’) Lease Year, or if the issuing bank shall give written notice to Landlord that it will by certified mail, return receipt requested, not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) less than 30 days prior to the then-current expiration date specified of the Letter of Credit, stating that the Issuing Bank has elected not to renew the Letter of Credit. Landlord shall have the right, upon receipt of a Non-Renewal Notice, to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold or apply the cash proceeds of the Letter of Credit pursuant to the terms of this Article 26. The Letter of Credit shall state that drafts drawn under and in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply compliance with the provisions terms of the preceding sentence prior Letter of Credit will be duly honored upon presentation to the commencement Issuing Bank at an office location in New York City. The Letter of said thirty (30) day period Credit shall be deemed subject in all respects to be a default under this Lease and Landlord maythe International Standby Practices 1998, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnInternational Chamber of Commerce Publication No. As used herein, the term "590.

Letter of Credit. Prior to the Commencement Date, Tenant has depositedshall deliver to Landlord an unconditional, irrevocable, transferable letter of credit, in the amount of Eight Hundred Seventy-One Thousand Two Hundred Ninety-Seven and 50/100 Dollars ($871,297.50), issued by Xxxxx Fargo Bank, or another financial institution reasonably acceptable to Landlord, in the form attached hereto as Exhibit “N”, with an original term of no less than one year and automatic extensions through the end of the Term of this Lease and sixty (60) days thereafter (the “Letter of Credit”). The Letter of Credit shall maintain (i) be a stand-by, at-sight, irrevocable letter of credit; (ii) be payable to Landlord or its assignees (any of the foregoing, the “Beneficiary”); (iii) require that any draw on deposit with Landlord the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of the Beneficiary certifying that the Beneficiary is entitled to draw on the Letter of Credit pursuant to this Lease; (iv) allow partial draws; and (v) provide that it is governed by the Uniform Customs and Practice for Documentary Credits (1993 revisions) or the International Standby Practices (ISP 98). Tenant shall keep the Letter of Credit, at all times during its expense, in full force and effect until the initial Term sixtieth (60th) day after the Expiration Date or other termination of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in to insure the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, faithful performance and observance by Tenant of all of the covenants covenants, terms and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions conditions of this Lease. Each Deposit L/C The Letter of Credit shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is provide thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give days’ prior written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond of cancellation or material change thereof, and shall further provide that, in the then current expiry date, Tenant shall, event of any nonextension of the Letter of Credit at least thirty (30) days prior to its expiration, the date specified in such Deposit L/C entire face amount shall be payable to Landlord, and Landlord shall hold any funds so obtained as being the date on which such drawable amount will cease to be availablesecurity deposit required under this Lease. Such funds so obtained by Landlord, or any unused portion thereof, shall be returned to Tenant upon replacement of the Letter of Credit. If Landlord uses any portion of any cash security deposit to cure any default by Tenant hereunder, Tenant shall replenish the security deposit to the original amount within ten (10) days of notice from Landlord. Tenant’s failure to do so shall become a material default under this Lease. If an uncured or incurable default occurs under this Lease, or if Tenant is the subject of an Insolvency Proceeding, Landlord may present its written demand for payment of the entire face amount of the Letter of Credit (or, at Landlord’s sole option, for a portion of such amount) and the funds so obtained shall be paid to, or as otherwise directed by, Landlord. Landlord may retain such funds to the extent required to compensate Landlord for damages incurred, or to reimburse Landlord as provided herein, in connection with any such default, and any remaining funds shall be held as a cash security deposit. Notwithstanding anything contained in this Paragraph 34 to the contrary, if Landlord draws on the Letter of Credit, then current expiry dateTenant shall have the right, as upon ten (10) days’ prior written notice to Landlord, to obtain a refund from Landlord of any unapplied proceeds of the case may beLetter of Credit which Landlord has drawn upon, either furnish any such refund being conditioned upon Tenant simultaneously delivering to Landlord a renewal or extension new replacement Letter of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder Credit in the amount so drawn. As used hereinthen required, and otherwise meeting the term "requirements contained in this Paragraph 34.

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during If the initial Term of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in Borrower fails to so reimburse the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C Issuer by such time, the Administrative Agent shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form promptly notify each Revolving Credit Lender of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that Honor Date, the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth unreimbursed drawing (4thexpressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) Lease Year, or if (the issuing bank shall give written notice to Landlord that it will not extend such Deposit “L/C for an additional twelve (12) months beyond Unreimbursed Amount”), and the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with Revolving Credit Lender’s Aggregate Commitment Percentage thereof. In such event, the provisions of the preceding sentence prior to the commencement of said thirty (30) day period Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit disbursed on [Credit Agreement] the L/C Honor Date in an amount equal to the L/C Unreimbursed Amount, without regard to the minimum and retain as a security deposit hereunder multiples specified in Section 2.02(b) for the principal amount of Base Rate Loans, the amount of the unutilized portion of the Aggregate Revolving Credit Committed Amount or the conditions set forth in Section 5.02. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Revolving Credit Lender shall upon any notice pursuant to(ii) Section 2.03(c)(i) make funds available to the Administrative Agent (and the Administrative Agent shall apply Cash Collateral provided for this purpose) for the account of the L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Aggregate Commitment Percentage of the L/C Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so drawnmakes funds available shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrower in such amount. As used hereinThe Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars. With respect to any L/C Unreimbursed Amount that is not fully(iii) refinanced by a Revolving Credit Borrowing of Base Rate Loans for any reason, the term "Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the L/C Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.03(c)(iii). Until each Revolving Credit Lender funds its Revolving Credit(iv) Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Aggregate Commitment Percentage of such amount shall be solely for the account of the L/C Issuer. Each Revolving Credit Lender’s obligation to make Revolving(v) Credit Loans or L/C Advances, to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or [Credit Agreement]

Letter of Credit. In lieu of a cash deposit, Tenant may deliver the Security Deposit to Landlord in the form of a clean, irrevocable, non-documentary and unconditional letter of credit in the amount of the Security Deposit (the "Letter of Credit") issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the City of New York (the "Issuing Bank"), which has depositedoutstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as "+" or "-" or numerical notation, "Aa" or better by Xxxxx'x Investors Service and "AA" or better by Standard & Poor's Rating Service, and has combined capital, surplus and undivided profits of not less than $500,000,000. The Letter of Credit shall maintain on deposit with (a) name Landlord at all times during the initial Term of this Leaseas beneficiary, one or more unconditional, irrevocable letter(s(b) of credit (each a "Deposit L/C") be in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all amount of the covenants and obligations to Security Deposit, (c) have a term of not less than one year, (d) permit multiple drawings, (e) be paid, performed and/or observed on the part of Tenant under this Lease and for fully transferable by Landlord without the payment of any fees or charges by Landlord, and all damages for which Tenant(f) otherwise be in form and content reasonably satisfactory to Landlord. If upon any transfer of the Letter of Credit, any fees or charges shall be final by reason of any act so imposed, then such fees or omission contrary to any of the provisions of this Lease. Each Deposit L/C charges shall be issued payable solely by a bank reasonably acceptable to Landlord Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be substantially in deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to Term through the date which that is thirty (30) at least 60 days after the Expiration Date, unless the Issuing Bank sends a notice (the "Non-Renewal Notice") to Landlord by certified mail, return receipt requested, not less than 45 days next preceding the then expiration date of the fourth (4th) Lease YearLetter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. Landlord shall have the right, upon receipt of the Non-Renewal Notice, to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold or if apply the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond cash proceeds of the then current expiry date, Tenant shall, at least thirty (30) days prior Letter of Credit pursuant to the date specified terms of this Article. The Letter of Credit shall state that drafts drawn under and in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply compliance with the provisions terms of the preceding sentence prior Letter of Credit will be duly honored upon presentation to the commencement Issuing Bank at an office location in Manhattan. The Letter of said thirty (30) day period Credit shall be deemed subject in all respects to be a default under this Lease the Uniform Customs and Landlord mayPractice for Documentary Credits (1993 revision), at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnInternational Chamber of Commerce Publication No. As used herein, the term "500.

Letter of Credit. Tenant has deposited, and shall maintain on deposit 30.1 Simultaneously with Landlord at all times during the initial Term Subtenant’s execution of this LeaseSublease, one or more unconditional, Subtenant has delivered to Sublandlord an irrevocable letter(sLetter of Credit (the “Letter of Credit”) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined) in the form attached hereto as Exhibit B, in the amount of One Hundred Thousand and 00/100 Dollars ($100,000.00) (the “Security Amount”), as security for the full and prompt payment, faithful performance and observance by Tenant of all Subtenant of the terms, covenants and obligations conditions of this Sublease. 30.2 The Letter of Credit shall be issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association acceptable to Sublandlord in its sole discretion with offices for banking purposes in Boca Raton, Florida (the “Issuing Bank”), which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Xxxxx’x Investors Service and “AA” or better by Standard & Poor’s Rating Service, and has total assets of not less than Two Hundred Billion ($200,000,000,000) Dollars. If upon any transfer of the Letter of Credit, any fees or charges shall be paidso imposed, performed and/or observed on then such fees or charges shall be payable solely by Subtenant, and the Letter of Credit shall specify that it is transferable without charge to Sublandlord. If Sublandlord pays any such fees or charges, Subtenant shall reimburse Sublandlord therefor upon demand. The Letter of Credit shall provide that it shall be automatically renewed, without amendment or need for any other action, for consecutive periods of one year each thereafter during the Term, as the same may be extended (and in no event shall the Letter of Credit expire prior to the sixtieth (60th) day following the Expiration Date), unless the Issuing Bank notifies (the “Non-Renewal Notice”) Sublandlord by certified mail, return receipt requested, not less than forty five (45) days next preceding the then expiration date of the Letter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. The Issuing Bank shall agree with all beneficiaries, drawers, endorsers, transferees and bona fide holders that drafts drawn under and in compliance with the terms of the Letter of Credit will be duly honored upon presentation to the Issuing Bank at an office location in Boca Raton, Florida. The Letter of Credit shall be subject in all respects to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590. Notwithstanding the foregoing, Sublandlord hereby approves Fifth Third Bank as the Issuing Bank with respect to the initial Letter of Credit. 30.3 If (a) Subtenant defaults in the payment or performance of any of the terms, covenants or conditions of this Sublease, including without limitation, the payment of Rental, following notice and the expiration of any applicable cure period, or (b) Sublandlord receives a Non-Renewal Notice, Sublandlord shall have the right by sight draft to draw, at its election, all or a portion of the proceeds of the Letter of Credit and thereafter hold, use, apply, or retain the whole or any part of Tenant under this Lease and such proceeds, (x) to the extent required for the payment of any and all damages for Rental or any other sum as to which Tenant, shall Subtenant is in default including (i) any sum which Sublandlord may expend or may be final required to expend by reason of Subtenant’s default, and/or (ii) any act damages to which Sublandlord is entitled pursuant to this Sublease, whether such damages accrue before or omission contrary after summary proceedings or other reentry by Sublandlord and/or (y) as cash security to guaranty Subtenant’s obligations hereunder, unless and until Subtenant delivers to Sublandlord a substitute Letter of Credit which meets the requirements of this Article 30, provided at such time no default by Subtenant has occurred and is continuing beyond any applicable notice and cure periods, in which event Sublandlord shall have no obligation to accept such substitute Letter of Credit and shall have the right to retain the cash proceeds. If Subtenant shall comply with all of the provisions terms, covenants and conditions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in Sublease, the form Letter of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, Credit or the then current expiry dateproceeds thereof, as the case may be, either furnish shall be returned to Landlord Subtenant no later than sixty (60) days after the Expiration Date and after delivery of possession of the Premises to Sublandlord in the manner required by this Sublease and the Sublease. 30.4 Upon an assignment of Sublandlord’s interest in this Sublease, provided Subtenant is not in default hereunder, Sublandlord shall transfer the Letter of Credit (or proceeds thereof) to the transferee of Sublandlord (the “Transferee”). Within five (5) days after notice to Subtenant that Sublandlord has assigned its interest in this Sublease, Subtenant, at its sole cost, shall (if required by Sublandlord) arrange for the transfer of the Letter of Credit to the Transferee, as designated by Sublandlord in the foregoing notice, or have the Letter of Credit reissued in the name of the Transferee. Upon such transfer of the Letter of Credit, Subtenant shall look solely to the Transferee for the return of the Letter of Credit, and thereupon, Sublandlord shall without any further agreement between the parties be released by Subtenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Letter of Credit to a renewal Transferee. Subtenant shall not assign or extension encumber or attempt to assign or encumber the Letter of Credit (or proceeds thereof) and neither Sublandlord nor its successors or assigns shall be bound by any such Deposit L/C action or attempted assignment, or encumbrance. 30.5 If Subtenant defaults in the payment or performance of any of the terms, covenants or conditions of this Sublease following notice and the expiration of any applicable notice and cure period, including the payment of Rental, Sublandlord may, at its sole option, retain, use, or apply such portion of the Letter of Credit (or proceeds thereof) to the extent required for payment of any (i) Fixed Rent; (ii) Additional Rent; (iii) other sums as to which Subtenant is obligated to pay under this Sublease; (iv) sums that Sublandlord may expend or may be required to expend by reason of Subtenant's default of this Sublease; (v) loss or damage that Sublandlord may suffer by reason of Subtenant's default, including, without limitation, any damages incurred by Sublandlord or deficiency resulting from the reletting of the Premises, whether such damages or deficiency accrues before or after summary proceedings or other reentry by Sublandlord; or (vi) costs incurred by Sublandlord in connection with the cleaning or repair of the Premises upon expiration or earlier termination of this Sublease. 30.6 In no event shall Sublandlord be obligated to apply the Letter of Credit, and Sublandlord's right to bring an action or special proceeding to recover damages or otherwise to obtain possession of the Premises before or after Sublandlord's declaration of the termination of this Sublease for nonpayment of rent or for any other reason shall not be affected by reason of the fact that Sublandlord holds the Letter of Credit. 30.7 The Letter of Credit shall not be a new Deposit L/C. Failure limitation on Sublandlord's damages or other rights and remedies available under this Sublease, or at law or equity; nor shall the Letter of Credit be a payment of liquidated damages. 30.8 If Sublandlord uses, applies, or retains all or any portion of the Letter of Credit (or proceeds thereof), Subtenant will restore the Letter of Credit to its original amount within five (5) business days after written demand from Sublandlord. Subtenant shall be in material default of this Sublease if Subtenant fails to timely comply with this Section 30.8. 30.9 Sublandlord shall not be required to keep the provisions proceeds of the preceding sentence prior Letter of Credit in an interest-bearing account. Subtenant shall promptly execute any forms which may be necessary or required by Sublandlord’s depository holding such proceeds. Subtenant shall be required to provide to Sublandlord its Federal tax identification number which shall be required to be updated in the commencement event of said thirty (30) day period any assignment of this Sublease as may be permitted pursuant to Article 22 hereof. 30.10 In the event any bankruptcy, insolvency, reorganization or other creditor-debtor proceedings shall be instituted by or against Subtenant, or its successors or assigns, or any surety of this Sublease, the proceeds of the Letter of Credit shall be deemed to be a default under this Lease applied first to the payment of any Fixed Rent and Landlord mayany item of Additional Rent due Sublandlord for all periods prior to the institution of such proceedings, at any time during said thirty (30) day periodand the balance, draw upon if any, of such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Letter of Credit may be retained by Sublandlord in partial liquidation of Sublandlord's damages.

Letter of Credit. Tenant has deposited, shall deliver the Security ---------------- Deposit to Landlord in the form of an irrevocable and shall maintain on deposit with Landlord at all times during the initial Term of this Lease, one or more unconditional, irrevocable letter(s) unconditional letter of credit (each a the "Deposit L/CLetter of Credit") issued by and drawable upon Bank of America in Los Angeles, California, or other commercial bank, trust company, national banking association or savings and loan association reasonably satisfactory to Landlord with offices for banking purposes in Northern Virginia or New York, New York (the "Issuing Bank"), which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as "+" or "-" or numerical notation, "Aa" or better by Xxxxx'x Investors Service and "AA" or better by Standard & Poors Rating Service, and has combined capital, surplus and undivided profits of not less than $2,000,000,000. Such Letter of Credit shall (a) name Landlord as beneficiary, (b) be in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all amount of the covenants Security Deposit, (c) have a term of not less than one year, (d) permit multiple drawings, and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall (e) otherwise be substantially in the form set forth on Exhibit G --------- hereto. If upon any transfer of the letter Letter of credit attached hereto on Exhibit D Credit, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and made the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term unless the Issuing Bank sends a part hereof. If any Deposit L/C provides notice (the "Non-Renewal Notice") to Landlord, with a copy to Landlord's Chief Financial Officer, by certified mail, return receipt requested, not less than forty-five (45) days next preceding the then expiration date of the Letter of Credit stating that the amount drawable thereunder shall cease Issuing Bank has elected not to be available on renew the Letter of Credit. Unless Tenant substitutes a date prior to the date which is thirty new Letter of Credit not less than twenty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (3020) days prior to the expiration date specified of the Letter of Credit, Landlord shall have the right, upon receipt of the Non-Renewal Notice, to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold or apply the cash proceeds of the Letter of Credit pursuant to the terms of this Article 35. The Issuing Bank shall agree that drafts drawn ---------- under and in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply compliance with the provisions terms of the preceding sentence prior Letter of Credit will be duly honored upon presentation to the commencement Issuing Bank at an office location in Northern Virginia, Washington, D.C. or New York, New York. The Letter of said thirty (30) day period Credit shall be deemed subject in all respects to be a default under this Lease the Uniform Customs and Landlord mayPractice for Documentary Credits (1993 revision), at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnInternational Chamber of Commerce Publication No. As used herein, the term "500.

Letter of Credit. Tenant has deposited, and shall maintain on deposit Concurrently with Landlord at all times during the initial Term execution of this Lease, one or more unconditionalLessee shall deliver to Lessor, irrevocable letter(s) as additional security for Lessee's obligations under the lease, a letter of credit (each the "Letter of Credit"), from a "Deposit L/C") financial institution and in a form reasonably satisfactory to Lessor, in the "Required Amount" (as hereinafter defined), as security principal amount of $300,000. The Letter of Credit shall be maintained in full force and effect for the full entire lease term, and prompt paymentany extensions thereof, performance provided, however, in the event that Lessee is not at the time in Breach of any of its lease obligations, which Breach is uncured and observance by Tenant of all ongoing, the principal amount of the covenants Letter of Credit may be reduced by $50,000 (i) on August 15, 2002, and obligations (ii) on August 15, 2003. The Letter of Credit shall provide that Lessor may draw upon the Letter of Credit by written demand to the issuer thereof, executed by an officer of Lessor, stating that Lessee is in breach of the lease and identifying the amount to be paid, performed and/or observed on the part drawn thereon in order to compensate Lessor for damages it has sustained as a result of Tenant under this Lease and for the payment of any and all damages for which Tenant, said breach. Lessor shall be final by reason of any act or omission contrary entitled to any draw the entire amount of the provisions Letter of Credit if, at any time during the term of this Lease, the Letter of Credit has not been renewed, with written evidence thereof provided to Lessor, within fifteen (15) days prior to its expiration date. Each Deposit L/C In the event Lessor shall at any time sell or otherwise transfer the premises, Lessee shall be issued by obligated to obtain a bank reasonably acceptable to Landlord and shall be substantially replacement Letter of Credit in the form name of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is transferee within thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "demand therefore by Lessor.

Letter of Credit. Tenant has deposited, shall cause the “Bank” (as that term is defined below) to deliver to Landlord a letter of credit in the amount of Fifteen Million Four Hundred Forty-Eight Thousand and shall maintain on deposit 0/100 Dollars ($15,448,000) (the “Letter of Credit Amount”) naming Landlord as beneficiary (the “Letter of Credit”) that complies in all respects with Landlord at all times during the initial Term requirements of this Paragraph 6 as follows: (1) within ten (10) Business Days following execution of this Lease, one or more unconditional, irrevocable letter(s) Tenant shall provide a Letter of credit (each a "Deposit L/C") Credit in the "Required amount of Seven Million Seven Hundred Twenty-Four Thousand and 00/100 Dollars ($7,724,000) and (2) on or before the later of (x) February 15, 2017 and (y) the date that Tenant first requests payment of any Landlord's Allowance, Tenant shall cause Bank to amend such Letter of Credit to increase the amount of such Letter of Credit to the Letter of Credit Amount or provide a second Letter of Credit for the remaining balance of the Letter of Credit Amount (i.e., Seven Million Seven Hundred Twenty-Four Thousand and 00/100 Dollars ($7,724,000)). Notwithstanding the foregoing or anything herein to the contrary, at Tenant's option from time to time during the Term, Tenant may, pursuant to the procedures provided in Paragraph 6.j. below, provide a portion of the Letter of Credit Amount as a cash security deposit, or if after so doing, may elect to reduce the amount of cash security deposit and increase the Letter of Credit Amount" , provided that such cash security deposit shall in no event exceed one (as hereinafter defined)1) year's worth of Monthly Rent and Parking Space Rental then payable under this Lease. Any such cash security deposit shall be held and, as security applicable applied by Landlord, as provided in Exhibit D-1 attached hereto. The Letter of Credit shall: (i) be issued by the Bank; (ii) be in the form attached hereto as Exhibit D-2 or such other form as approved by Landlord in its reasonable discretion; (iii) be irrevocable, unconditional and payable upon demand; (iv) be maintained in effect, whether through renewal or extension, for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed period commencing on the part date of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to continuing until the date which (the “Letter of Credit Expiration Date”) that is thirty no less than ninety (3090) days after following the expiration of the fourth (4th) Lease Yearterm, or if contains a provision that provides that the issuing bank Letter of Credit shall give be automatically renewed on an annual basis without amendment of the Letter of Credit unless the Bank delivers a written notice of cancellation to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, and Tenant shall, at least thirty sixty (3060) days prior to the date specified expiration of the Letter of Credit, without any action whatsoever on the part of Landlord; (v) be fully assignable, in such Deposit L/C as being whole but not in part, by Landlord to its successors and assigns or to lenders with an interest in the date on Premises; (vii) permit partial draws and multiple presentations and drawings, and (viii) be otherwise subject to the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. Tenant shall pay all expenses, points, and/or fees incurred by Tenant in obtaining the Letter of Credit. The term “Bank” referred to herein shall mean a commercial bank (1) that is acceptable to Landlord and is solvent, nationally recognized, and has a local San Francisco Bay Area or Los Angeles office which such drawable amount will cease to be availablenegotiate or pay letters of credit (or, in lieu thereof, expressly provides for draw by facsimile or overnight courier), (2) which accepts deposits and maintains accounts, (3) that is chartered under the laws of the United States, any State thereof, or the District of Columbia, and which is insured by the Federal Deposit Insurance Corporation, and (4) which has a long term rating from Standard and Poor’s Financial Services, LLC of not less than “BBB+” and a long 1005628.07/SF 375170-00002/11-24-16/mrm/mrm -6- term rating from Xxxxx’x Investors Service, Inc. of not less than “A2” (or in the event such ratings are no longer available, a comparable rating from Standard and Poor's Professional Rating Service (“S&P”) or Moody's Professional Rating Service (“Moody's”) or such other rating service as is reasonably acceptable to Landlord) (collectively, the “Bank's Credit Rating Threshold”). Notwithstanding the foregoing, Landlord hereby agrees that Credit Suisse AG (“Credit Suisse”), if selected by Tenant, may be the Bank so long as Credit Suisse continues to have a long term rating from Standard and Poor’s Financial Services, LLC of not less than “BBB+”. If S&P or Moody's ceases to provide credit ratings as provided above on in Exhibit D-3, or if the rating systems of S&P or Xxxxx'x is otherwise renamed, revised, discontinued or superseded, the parties agree that S&P or Moody's, as applicable, will be sole judge of the comparability of successive ratings, but if no such rating agency supplies and designates a comparable rating, or if no succeeding rating system is published, then current expiry datethe credit ratings contained in this Paragraph 6 and Exhibit D-3 shall be based on a comparable rating system published by a responsible financial authority selected by Landlord. In addition, if a substantial change is made in the method used to calculate the credit ratings of S&P or Moody's, then, for the purposes of this Lease, the S&P or Moody's credit ratings contained herein shall be determined without giving effect to the new methods and Landlord shall adjust the S&P or Moody's credit ratings, as the case may be, either furnish in a commercially reasonable manner to Landlord a renewal effect the same results as if the S&P or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with Moody's credit ratings were calculated in the provisions manner in effect as of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "date hereof.

Letter of Credit. Tenant has deposited(i) the issuer of the Letter of Credit (if any) fails to make any payment under that Letter of Credit when due; or (ii) any such Letter of Credit is not in full force or, for any reason ceases to constitute the legal; valid and binding obligation of the issuer; or (iii) any of the events listed in paragraph (g) above applies to such issuer (references in those sub-paragraphs to Lessee being deemed to be to the issuer); or 9-3 <PAGE> (iv) where applicable, any Letter of Credit is not renewed, extended or reissued within the time, or replaced when, required by Section 5.14; or (v) any consent, authorization, license, certificate or approval of or registration with or declaration to any Governmental Entity required to be obtained or maintained by the issuer of the Letter of Credit in connection with the Letter of Credit is modified in a materially prejudicial manner or is withheld, revoked, suspended, cancelled, withdrawn, terminated or not renewed, or otherwise ceases to be in full force; or (vi) and each reference in this paragraph (in) to "the issuer" shall maintain on deposit with Landlord at all times during the initial Term of this Lease, one or more unconditional, irrevocable letter(s) of credit (each include a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as security reference to any confirming bank for the full and prompt payment, performance and observance by Tenant Letter of all of Credit (n) REDELIVERY: Lessee fails to return the covenants and obligations Aircraft to be paid, performed and/or observed Lessor on the part of Tenant under this Lease and Expiry Date in accordance with Section 12; or (o) LITIGATION: a judgement for the payment of any and all damages for which Tenant, money not covered by insurance in excess of Six Hundred Fifty Thousand Dollars ($650,000) (or the equivalent thereof in other currencies) shall be final rendered against Lessee or any Lessee Affiliate and the same shall remain undischarged for a period of 30 days, unless during such period, execution of such judgement shall have been effectively stayed by reason agreement of the parties involved or by court order or such judgement shall have been adequately bonded; or (p) GUARANTEE: (i) any act representation or omission contrary warranty made by Guarantor is or proves to have been incorrect in any material respect when made or deemed to be repeated or Guarantor fails to make any payment or comply with any other obligation under the Guarantee when due; or (ii) the Guarantor repudiates, revokes or claims that it has no further obligations under the Guarantee or the Guarantee ceases to be in full force or, for any reason, ceases to be the legal, valid and binding obligation of Guarantor; or (iii) any of the provisions events listed in paragraph (f)(i) or (g) above occurs in respect of Guarantor (and for purposes of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable paragraph(s), references in those paragraphs to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period Lessee shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty references to Guarantor); or (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "q)

Letter of Credit. Tenant has depositedshall deliver to Landlord, and shall maintain on deposit with Landlord at all times during the initial Term no later than 5:00 p.m. PST December 11, 2015, a Letter of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" Credit (as hereinafter defined)) in the amount specified in the Basic Lease Information, as additional security for the full and prompt payment, faithful performance and observance by Tenant of all of the terms, covenants and obligations conditions of this Lease. The Letter of Credit shall be in the form of a clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in Los Angeles, California and otherwise satisfactory to Landlord (the “Issuing Bank”), which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Mxxxx’x Investors Service and “AA” or better by Standard & Poor’s Rating Service, and has combined capital, surplus and undivided profits of not less than $2,000,000,000. The Letter of Credit shall (a) name Landlord as beneficiary, (b) have a term of not less than one (1) year, (c) permit multiple drawings, (d) be paid, performed and/or observed on the part of Tenant under this Lease and for fully transferable by Landlord without the payment of any fees or charges by Landlord, and all damages for which Tenant, (e) otherwise be in form and content satisfactory to Landlord. The Letter of Credit shall provide that it shall be final by reason deemed automatically renewed, without amendment, for consecutive periods of any act or omission contrary to any one year each thereafter during the Term (and in no event shall the Letter of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date Credit expire prior to the date forty-fifth (45th) day following the Expiration Date) unless the Issuing Bank sends duplicate notices (the “Non-Renewal Notices”) to Landlord by certified mail, return receipt requested (one of which is thirty shall be addressed “Attention, Chief Legal Officer” and the other of which shall be addressed “Attention, Chief Financial Officer”), not less than forty-five (3045) days after next preceding the then expiration date of the fourth (4th) Lease YearLetter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. The Issuing Bank shall agree with all drawers, or if endorsers and bona fide holders that drafts drawn under and in compliance with the issuing bank shall give written notice to Landlord that it terms of the Letter of Credit will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior be duly honored upon presentation to the date specified Issuing Bank at an office location in such Deposit L/C as being the date on which such drawable amount will cease to Los Angeles, California. The Letter of Credit shall be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior subject in all respects to the commencement International Standby Practices 1998, International Chamber of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnCommerce Publication No. As used herein, the term "590.

Letter of Credit. 23.1.1 Upon the execution of this Lease, Tenant has depositedshall deliver to Landlord a clean, irrevocable, transferable and unconditional letter of credit (the “Letter of Credit”) issued by and drawn upon a commercial bank (hereinafter referred to as the “Issuing Bank”) which shall be a member bank of the New York Clearinghouse Association or any successor thereto (or, in the alternative, which shall have offices for banking purposes in the Borough of Manhattan and shall have a net worth of not less than $1,000,000,000, with appropriate evidence thereof to be submitted by Tenant), which Letter of Credit shall: (i) have a term of not less than one year, (ii) be in form of Exhibit H annexed hereto and made a part hereof, (iii) be for the account of Landlord, (iv) be in the amount of the Security Deposit, (v) except as otherwise provided in this Section 23.1.1, conform and be subject to International Standby Practices (1998), International Chamber of Commerce Publication No. 590, (vi) be fully transferable by Landlord without any fees or charges therefor (except for any such administrative charges for which Tenant shall reimburse Landlord), (vii) provide that Landlord shall be entitled to draw upon the Letter of Credit upon presentation to the Issuing Bank of a sight draft only, and (viii) provide that the Letter of Credit shall maintain on deposit with Landlord at all times be deemed automatically renewed, without amendment, for consecutive periods of one year each year thereafter during the initial Term of this Lease, one with the final expiry date being sixty (60) days after expiration of the Lease, unless the Issuing Bank shall send notice (the “Non-Renewal Notice”) to Landlord by registered mail, return receipt requested, not less than sixty (60) days next preceding the then expiration date of the Letter of Credit that the Issuing Bank elects not to renew such Letter of Credit, in which case Landlord shall have the right, by sight draft on the Issuing Bank, to receive the monies represented by the then existing Letter of Credit, and to hold and/or disburse such proceeds pursuant to the terms of this Section 23 as cash security. All references to the “Security Deposit” in this Article 23 shall be deemed to refer to the Letter of Credit, or more unconditionalany proceeds thereof as may be drawn upon by Landlord. Tenant acknowledges and agrees that the Letter of Credit (or any cash Security Deposit, irrevocable letter(sas applicable) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), shall be delivered to Landlord as security for the full and prompt payment, faithful performance and observance by Tenant of all of the covenants covenants, agreements, terms, provisions and obligations conditions of this Lease, and that Landlord shall have the right to be paiddraw upon the entire Letter of Credit in any instance in which Landlord would have the right to use, performed and/or observed on apply or retain the whole or any part of any cash security deposited with Landlord pursuant to this Section 23. 23.1.2 The Issuing Bank shall (a) be insured by the Federal Deposit Insurance Corporation (b) have long-term, unsecured and unsubordinated debt obligations rated in the highest category by at least two of Fitch Ratings Ltd. (“Fitch”), Xxxxx’x Investor’s Services, Inc. (“Xxxxx’x”) and Standard and Poor’s Ratings Services (“S&P”) or their respective successors (the “Rating Agencies”) (which shall mean AAA from Fitch, Aaa from Xxxxx’x and AAA from S&P) and (c) have a short term deposit rating in the highest category from at least two Rating Agencies (which shall mean F1 from Fitch, P-1 from Xxxxx’x and A-1 from S&P) (collectively, the “LC Issuer Requirements”). If (A) at any time the LC Issuer Requirements are not met, or if the financial condition of the Issuing Bank changes in any other materially adverse way, as determined by Landlord in its sole discretion or (B) the Issuing Bank is insolvent or is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation, or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for the issuer, then Tenant under shall in either case within ten (10) business days’ written notice from Landlord, deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease and the LC Issuer Requirements, and Tenant’s failure to do so shall, notwithstanding anything in this Lease to the contrary, constitute an Event of Default for which there shall be no notice or cure periods being applicable thereto other than the aforesaid ten (10) business day period. Among all other rights available to it at law or in equity, in the case of (A) above, Landlord shall have the right to immediately, and without further notice to Tenant, draw the entire Letter of Credit and to hold the proceeds thereof, and in the case of (B) above, Landlord shall have the right to require Tenant, within such ten (10) business day period, to deliver the Security Deposit in the form of cash. 23.1.3 On the fifth (5th) anniversary of the Rent Commencement Date, and upon the condition that (i) an Event of Default shall not then exist and be continuing, (ii) no Event of Default shall have occurred during the Term, (iii) Tenant shall never have been late in the payment of any Base Rent or Additional Rent beyond the applicable notice and all damages for which grace period provided herein, if any, and (iv) Tenant shall then have a market capitalization, as reported by NASDAQ and as certified by Tenant’s chief financial officer, equal to or in excess of $250,000,000.00, then the Security Deposit shall be final by reason reduced to $614,684.32. In such event, Tenant shall provide a replacement Letter of any act Credit complying with this Section in the amount of $614,684.32 to Landlord (in which case Landlord shall, simultaneously with Tenant’s delivery of such replacement Letter of Credit, return the original Letter of Credit to Tenant) or omission contrary deliver an amendment to any the Letter of Credit, pursuant to which the amount of the provisions Letter of this Lease. Each Deposit L/C Credit shall be issued reduced to $614,684.32 and Landlord agrees that Landlord shall execute any such amendment and any other documentation reasonably required in connection therewith by the Issuing Bank, all at no cost, expense or additional liability to Landlord. In the instance of such reduction, Landlord agrees to reasonably comply with requests from Tenant or the Issuing Bank in obtaining a bank reasonably acceptable replacement Letter of Credit, at no cost or expense to Landlord and shall be substantially in the form of the letter Landlord, which replacement Letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord mayArticle 23. If, at any time during said thirty after the Security Deposit shall be reduced as provided above, (30x) day periodan Event of Default shall occur or (y) Tenant’s market capitalization, draw upon determined as provided above, shall fall below $250,000,000, then, subject to the following cure right in the case of clause (y) only, Landlord shall have the right to demand that the Security Deposit be immediately restored to its original full amount (i.e., $922,026.50) for the balance of the Term as if such reduction shall have never occurred, and Tenant shall so comply; provided, however, that, in the event Landlord shall have demanded that the Security Deposit L/C and retain be restored to its original full amount as a security deposit hereunder result of Tenant’s non-compliance with clause (y) only (and not as a result of Tenant’s non-compliance with clause (x)), then Tenant shall have the right to again seek a reduction of the Letter of Credit (as so restored) to $614,684.32 on the condition that Tenant’s market capitalization, determined as provided above, shall equal or exceed $250,000,000 and remain at or above such level for at least ninety (90) consecutive days, subject, nevertheless, to Landlord’s continuing right to demand restoration of the Security Deposit to its original full amount so drawn. As used herein, in accordance with the term "immediately preceding sentence.

Letter of Credit. In addition to the required deposit, the Tenant has deposited, shall cause to be put in place within five (5) business days following written notice from Landlord that construction of the improvements shown on Exhibit C and Exhibit D is ready to commence and shall maintain on deposit with Landlord at all times during remain continuously in place until the initial Term end of this Leasethe Term, one unless otherwise provided herein or more unconditionalagreed by the Landlord, irrevocable letter(s) a letter of credit (each issued by a "Deposit L/C") Bank in the "Required Amount" area that is acceptable to the Landlord in the amount of Seven Hundred Nineteen Thousand Five Hundred (as hereinafter defined$719,500), against which the Landlord may draw upon the occurrence of an Event of Default, as security for the full and prompt paymentdefined in Section 13.1, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for (the payment “Letter of any and all damages for which Tenant, shall be final by reason Credit”). Landlord agrees that the Letter of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall Credit may be issued by a bank reasonably acceptable to Landlord and shall be substantially renewed on an annual basis; provided that in the form event Tenant fails to provide Landlord with a renewal Letter of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least Credit within thirty (30) days prior to the date specified termination of any then existing Letter of Credit, an Event of Default as defined in such Deposit L/C as being Section 13.1 shall be deemed to have occurred. The Letter of Credit shall be provided in a satisfactory form to the date on which such drawable amount will cease to Landlord and be availablegoverned by the “Uniform Customs and Practices for Commercial Documentary Credits” promulgated by the XIII Congress of the International Chamber of Commerce (International Chamber of Commerce Brochure No. 500, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with 1993 revision) and the provisions of the preceding sentence prior Uniform Commercial Code-Letters of Credit—Title 8.5 of the Code of Virginia, 1950, as amended. The Landlord agrees that so long as the Tenant is in good standing with the Lease, the amount of the Letter of Credit shall automatically be reduced at each anniversary of the Commencement Date by the amount of One Hundred Nineteen Thousand Nine Hundred Sixteen and 67/100 Dollars ($119,916.67), provided the Letter of Credit shall automatically terminate at the end of the Term.” 5. This Amendment may be executed in any number of identical counterparts and, as so executed, shall constitute one agreement, binding on all the parties hereto, notwithstanding that all the parties are not signatories to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain original or the same counterpart. 6. Except as a security deposit hereunder the amount so drawn. As used specifically amended herein, the term "Lease shall remain in full force and effect.

Letter of Credit. Tenant has deposited, and shall maintain on In lieu of the cash deposit with Landlord at all times during the initial Term required pursuant to Subsection A of this LeaseArticle 32, one or more unconditionalTenant may deliver to Landlord a clean, irrevocable letter(s) irrevocable, non-documentary and unconditional letter of credit (each a the "Deposit L/CLETTER OF CREDIT") issued by and drawn upon any commercial bank (the "Issuing Bank") with offices for banking purposes in the "Required Amount" City of New York and having a net worth of not less than One Hundred Million and 00/100 (as hereinafter defined)$100,000,000.00) Dollars, as security for the full and prompt paymentwhich Letter of Credit shall (a) have a term of not less than one year, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall (b) be substantially in the form of the letter of credit Exhibit 3 attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that otherwise in form and content satisfactory to Landlord, (c) be for the account of Landlord, (d) be in the amount drawable thereunder shall cease to of the Security Deposit, (e) be available on a fully transferable by Landlord without any fees or charges therefor; (f) have an expiration date prior to that is not earlier than the date which is thirty (30) days after the expiration Expiration Date, and (g) provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter during the fourth term of this Lease, unless the Issuing Bank sends notice (4ththe "Non-Renewal Notice") Lease Year, or if the issuing bank shall give written notice to Landlord that it will by certified mail, return receipt requested, not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least less than thirty (30) days prior next preceding the then expiration date of the Letter of Credit that it elects not to have such Utter of Credit renewed. The Letter of Credit shall provide that Landlord shall have the right, exercisable within twenty (20) days of its receipt of the Non-Renewal Notice, by sight draft on the Issuing Bank, to receive the monies represented by the existing Letter of Credit and to hold such proceeds pursuant to the date specified in such Deposit L/C terms of this Article 32 as being a cash security pending the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension replacement of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions Letter of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Credit.

Letter of Credit. Tenant shall deliver to Landlord on or before the dates as indicated below an irrevocable, transferable (one or more times) and unconditional Letter of Credit ("Letter of Credit") substantially in the form attached hereto as "Exhibit H" in the amount(s) indicated hereinbelow, issued by a bank acceptable to Landlord, providing that all or any portion of the principal amount thereof is available against presentation of Landlord's "at sight" request or requests for payment accompanied solely by a statement purportedly signed by a partner or officer of Landlord or its agent or assignee, stating that an Event of Default has depositedoccurred by Tenant under the Lease, after Tenant receives notice and the default remains uncured after the applicable cure period. Tenant shall maintain on deposit provide a Letter of Credit throughout the Term of this Lease in accordance with the provisions of this Article 35. The Letter of Credit shall state that it contains the entire understanding of all parties named therein, that it is subject to the terms and conditions by all of the parties named therein. In the event Landlord at or its agent or assignee shall draw upon part or all times of the Letter of Credit during the initial Term Term, of this Lease, one Tenant shall either replenish the said Letter of Credit within five days of the draw thereupon or more unconditionalwithin said five-day period deliver to Landlord a replacement Letter of Credit in an amount equal to the amount drawn subject to the terms and conditions provided herein. The failure of Tenant to (i) maintain the required Letter of Credit, irrevocable letter(s(ii) replenish or replace any portion of credit the Letter of Credit after a draw or (each iii) deliver a "Deposit L/C") replacement Letter of Credit in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable amount set forth below to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to by the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions anniversary of the preceding sentence prior to the commencement Commencement Date of said thirty (30) day period each respective year shall be deemed to be a default an Event of Default under this Lease and shall entitle Landlord mayto draw on the existing Letter of Credit. Tenant shall obtain a Letter of Credit in the amount of Three Hundred Forty Seven Thousand Six Hundred Eighty Five Dollars ($347,685.00) in the amount(s) and on the following schedule: (i) Two Hundred Seventy Two Thousand Four Hundred Sixty Five Dollars ($272,465.00) upon execution of this Lease; and (ii) Seventy Five Thousand Two Hundred Twenty Two Dollars ($75,222.00) on or before January 30, 2001. Provided Tenant is not in default of any of the terms, covenants and conditions of this Lease at the commencement of each of the subsequent full Lease Years of the original Term, the amount of the Letter of Credit required shall be reduced to the following amounts for each subsequent year as set forth below: First Lease Year $ 347,685.00 4/1/01 - 3/31/02 Second Lease Year $ 278,148.00 03 Third Lease Year $ 208,611.00 04 Fourth Lease Year $ 139,074.00 Fifth Lease Year $ 69,537.00 In no event shall the Letter of Credit be reduced below $69,537.00, except upon termination this Lease, at any which time Landlord shall release the Letter of Credit. Tenant may request Landlord to release the face amount of the Letter of Credit during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "of the Lease provided Tenant delivers to Landlord audited financial statements, (i) disclosing Tenant's net worth to be in excess of Ten Million Dollars ($10,000,000.00) for a period of three (3) consecutive quarters and (ii) showing Tenant's net profit based on earnings before amortization and depreciation or (iii) Tenant becomes a publicly traded company on the Nasdaq, American or New York stock exchange. Landlord shall have the right, in its sole and absolute discretion, to approve or reject Tenant's request. In no event shall Landlord transfer or assign the Letter of Credit to any party other than the assignee of Landlord's interest in this Lease.

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term Upon execution of this Lease, one or more unconditionalTenant shall furnish to Landlord, at Tenant’s sole cost and expense, a clean, irrevocable letter(s) and unconditional letter of credit (each a "Deposit L/C"the “Letter of Credit”) in the "Required Amount" face amount of $30,580,737.42 issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the City of New York (the “Issuing Bank”) which, in each case, has outstanding unsecured, uninsured and unguaranteed indebtedness that is then rated, without regard to qualification of such rating by symbols such as hereinafter defined“+” or “-” or numerical notation, “A” or better by Xxxxx’x Investors Service and “A” or better by Standard & Poor’s Rating Service, and has combined capital, surplus and undivided profits of not less than $2,000,000,000 (the “Issuing Bank Standard”). The Letter of Credit shall (a) name Landlord as beneficiary, as security for the full and prompt payment(b) have a term of not less than one (l) year, performance and observance (c) permit multiple drawings, (d) be fully transferable by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for Landlord without the payment of any material fees or charges by Landlord, and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall (e) be substantially in the form annexed hereto as Exhibit K and comply with the terms of this Article 10 and otherwise satisfactory to Landlord in all respects, in Landlord’s sole discretion. The Letter of Credit shall provide that it shall be automatically renewed without amendment or need for any other action, for consecutive periods of one (1) year each thereafter during the letter Term, as the same may be extended (and in no event shall the Letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date Credit expire prior to the date forty fifth (45th) day following the Expiration Date) unless the lssuing Bank sends duplicate notices (the “Non-Renewal Notices”) to Landlord by registered or certified mail, return receipt requested (one of which is thirty shall be addressed “Attention, Chief Executive Officer” and the other of which shall be addressed “Attention, Chief Financial Officer”), not less than forty five (3045) days after next preceding the then expiration date of the fourth (4th) Lease YearLetter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. The Issuing Bank shall agree with all beneficiaries, or if drawers, endorsers, transferees and bona fide holders that drafts drawn under and in compliance with the issuing bank shall give written notice to Landlord that it terms of the Letter of Credit will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior be duly honored upon presentation to the date specified Issuing Bank at an office location in such Deposit L/C as being the date on which such drawable amount will cease to New York, New York. The Letter of Credit shall be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior subject in all respects to the commencement International Standby Practices 1998, International Chamber of said thirty (30) day period shall be Commerce Publication No. 590. Landlord acknowledges and agrees that JPMorgan Chase Bank, N.A. is deemed to be a default under an Issuing Bank that meets the Issuing Bank Standard which, together with that certain JPMorgan Chase Bank, N.A. draft Letter of Credit submitted by Tenant to Landlord, otherwise complies with the terms of this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Article 10 for purposes of this Lease.

Letter of Credit. Tenant No. S601662 NOTICE OF CONVERSION DATE ABN AMRO Bank N.V. Three Riverway, Suite 1700 Housxxx, Xxxxx 00000 Xxxention: Trade Services Ladies and Gentlemen: Reference is hereby made to that certain Irrevocable Transferable Letter of Credit No. S601662 dated November 2, 1995 (the "Letter of Credit"), which has depositedbeen established by you for the account of Central Power and Light Company, in favor of the Trustee. The undersigned hereby certifies and confirms that the conversion of all of the Bonds to either the Multiannual Mode or Fixed Rate Mode has occurred on [insert date], and, accordingly, the Letter of Credit shall maintain on deposit terminate 15 days after such conversion in accordance with Landlord at all times during its terms. All defined terms used herein which are not otherwise defined herein shall have the initial Term of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") same meaning as in the Letter of Credit. ____________________________ as Trustee By__________________________ [Title of Authorized Representative] EXHIBIT B to ABN AMRO Bank N.V. Letter of Credit No. S601662 NOTICE OF TERMINATION ABN AMRO Bank N.V. Three Riverway, Suite 1700 Housxxx, Xxxxx 00000 Xxxention: Trade Services Ladies and Gentlemen: Reference is hereby made to that certain Irrevocable Transferable Letter of Credit No. S601662 dated November 2, 1995 (the "Required Amount" Letter of Credit"), which has been established by you for the account of Central Power and Light Company in favor of the Trustee. The undersigned hereby certifies and confirms that [(i) no Bonds (as hereinafter defined)defined in the Letter of Credit) remain Outstanding within the meaning of the Indenture, (ii) all drawings required to be made under the Indenture and available under the Letter of Credit have been made and honored, or (iii) an Alternate Letter of Credit has been issued to replace the Letter of Credit pursuant to the Indenture and the Installment Payment Agreement dated as of October 1, 1995, between the Issuer and the Company, or (iv) the Company has complied with the provisions of Section 10.05 of the Indenture to provide other credit enhancement or no credit enhancement as security for the full and prompt paymentBonds] [1] and, performance and observance by Tenant accordingly, the Letter of all Credit shall be terminated in accordance with its terms. All defined terms used herein which are not otherwise defined shall have the same meaning as in the Letter of Credit. ____________________________ as Trustee By__________________________ [Title of Authorized Representative] _______________________ [1] Insert appropriate subsection. By Telecopy or Tested Telex EXHIBIT C to ABN AMRO Bank N.V. Letter of Credit No. S601662 INTEREST DRAWING CERTIFICATE ABN AMRO Bank N.V. Three Riverway, Suite 1700 Housxxx, Xxxxx 00000 Xxxention: Trade Services The undersigned individual, a duly authorized representative of __________________ (the "Beneficiary"), hereby Certifies on behalf of the covenants and obligations Beneficiary as follows with respect to be paid(i) that certain Irrevocable Transferable Letter of Credit No. S601662 dated November 2, performed and/or observed on 1995 (the part "Letter of Tenant under this Lease and for Credit"), issued by ABN AMRO Bank N.V. (the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any "Bank") in favor of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially Beneficiary; (ii) those certain Bonds (as defined in the form Letter of Credit); and (iii) that certain Indenture (as defined in the letter Letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Credit):

Letter of Credit. Tenant has depositedshall deliver the Security Deposit to Landlord in the form of a clean, irrevocable, non-documentary and shall maintain on deposit with Landlord at all times during the initial Term of this Lease, one or more unconditional, irrevocable letter(s) unconditional letter of credit (each a "Deposit L/C"the “Letter of Credit”) issued by and drawable upon (i) any commercial bank or financial institution reasonably satisfactory to Landlord with offices for banking purposes in the "Required Amount" Washington, D.C. or New York, N.Y., metropolitan area (as hereinafter definedthe “Issuing Bank”), as which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Mxxxx’x Investors Service and “AA” or better by Standard & Poor’s Rating Service, and has combined capital, surplus and undivided profits of not less than $500,000,000, (ii) Societé Generale or (iii) Citibank. Such Letter of Credit shall (a) name Landlord as beneficiary, (b) be in the full and prompt payment, performance and observance by Tenant of all amount of the covenants and obligations to Security Deposit, (c) have a term of not less than one year, (d) permit multiple drawings, (e) be paid, performed and/or observed on the part of Tenant under this Lease and for fully transferable by Landlord without the payment of any fees or charges by Landlord, and all damages for which Tenant(f) otherwise be in form and content reasonably satisfactory to Landlord. If upon any transfer of the Letter of Credit, any fees or charges shall be final by reason of any act so imposed, then such fees or omission contrary to any of the provisions of this Lease. Each Deposit L/C charges shall be issued payable solely by a bank reasonably acceptable to Landlord Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be substantially deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term (and in no event shall the form Letter of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date Credit expire prior to the 45th day following the Expiration Date) unless the Issuing Bank sends a notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than 45 days next preceding the then expiration date which is thirty (30) days after the expiration of the fourth (4th) Lease YearLetter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. Landlord shall have the right, upon receipt of the Non-Renewal Notice, to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold or if apply the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond cash proceeds of the then current expiry date, Tenant shall, at least thirty (30) days prior Letter of Credit pursuant to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be availableterms of this Article 27, or the then current expiry date, as the case may be, either furnish until Tenant delivers to Landlord a renewal or extension substitute Letter of such Deposit L/C or a new Deposit L/C. Failure to comply Credit which meets the requirements of this Section 27.2. The Issuing Bank shall agree with all drawers, endorsers and bonafide holders that drafts drawn under and in compliance with the provisions terms of the preceding sentence prior Letter of Credit will be duly honored upon presentation to the commencement Issuing Bank at an office location in New York City, New York or such other location if presentment may be accomplished by facsimile. The Letter of said thirty (30) day period Credit shall be deemed subject in all respects to be a default under this Lease the Uniform Customs and Landlord mayPractice for Documentary Credits (1993 revision), at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnInternational Chamber of Commerce Publication No. As used herein, the term "500.

Letter of Credit. 1. In lieu of a Security Deposit, Tenant has deposited, and shall maintain on deposit with Landlord at all times during have the initial Term of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined)right to deliver to Landlord, as security protection for the full and prompt payment, faithful performance and observance by Tenant of all of the covenants and its obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of any breach or default by Tenant under this Lease, an irrevocable and all damages for which Tenantunconditional negotiable standby Letter of Credit (“Letter of Credit”), shall be final in the form attached to this Lease as Exhibit I and containing the terms required in this provision, payable via facsimile or in the cities of Washington, D.C. or San Jose, California, running in favor of Landlord and issued by reason a solvent, nationally recognized bank with a rating of any act (i) “A” or omission contrary to any better by Xxxxx’x Investors Service, (ii) “A-” or better by Standard & Poor’s Rating Service, or its successor; or (iii) “A-” or better by Fitch Ratings, in the amount of the provisions Eight Hundred Sixty-Six Thousand Eight Hundred Thirty-Four and 40/100ths Dollars ($866,834.40) (“Letter of Credit Amount”). Tenant shall deliver the Letter of Credit to Landlord no later than five (5) Business Days after the mutual execution and delivery of this Lease. Each Deposit L/C Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit. The Letter of Credit shall (1) be issued by a bank reasonably acceptable to Landlord “callable” at sight, irrevocable, and shall unconditional; (2) be substantially maintained in effect, whether through renewal or extension, for the form of period from the letter of credit attached hereto on Exhibit D Lease Commencement Date and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to continuing until the date which (“Letter of Credit Expiration Date”) that is thirty (30) days after the expiration of the fourth (4th) Lease YearTerm, and Tenant shall deliver a new Letter of Credit or if the issuing bank shall give written notice certificate of renewal or extension to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior before the expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord; (3) be fully assignable by Landlord, its successors, and assigns; (4) permit partial draws and multiple presentations and drawings; (5) be honored by the bank issuing the same (“Issuing Bank”) regardless of whether Tenant disputes Landlord’s right to draw on the Letter of Credit; and (6) be otherwise subject to Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (UCP600) or International Standby Practices-ISP98, International Chamber of Commerce Publication No. 590 (1998). In addition, the form and terms of the Letter of Credit and the Issuing Bank shall be acceptable to Landlord, in Landlord’s reasonable discretion. Notwithstanding anything to the date specified in such Deposit L/C contrary herein, Landlord hereby approves MUFG as being the date on which such drawable amount will cease to be availableIssuing Bank. Landlord, or its then managing agent, shall have the then current expiry date, as right to draw down an amount up to the case may be, either furnish face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (1) a Default has occurred and such amount is due to Landlord under the terms and conditions of this Lease; (2) Tenant has filed a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions voluntary petition under any chapter of the preceding sentence prior U.S. Bankruptcy Code or any similar state law (collectively, “Bankruptcy Code”); (3) Tenant has assigned any or all of its assets to creditors in accordance with any federal or state Laws; (4) an involuntary petition has been filed against Tenant under any chapter of the commencement Bankruptcy Code; or (5) the Issuing Bank has notified Landlord that the Letter of said thirty (30) day period Credit will not be renewed or extended through the Letter of Credit Expiration Date and a replacement Letter of Credit has not been provided as required hereunder. 2. The Letter of Credit shall be deemed to be a default under this Lease also provide that Landlord, its successors, and Landlord assigns, may, at any time during said and without notice to Tenant and without first obtaining Tenant’s consent, transfer (one or more times) all or any portion of its interest in and to the Letter of Credit to another party, person, or entity, regardless of whether such transfer is separate from or a part of the assignment by Landlord of its rights and interests in and to this Lease. In the event of a transfer of Xxxxxxxx’s interest in the Leased Premises, Landlord shall transfer the Letter of Credit, in whole or in part, to the transferee and Landlord shall then, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions of this Article shall apply to every transfer or assignment of the whole or any portion of the Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the Issuing Bank such applications, documents, and instruments as may be necessary to effectuate such transfer, and Tenant shall be responsible for paying the Issuing Bank’s transfer and processing fees in connection with any such transfer. 3. If, as a result of Landlord drawing on the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within five (5) Business Days after the drawdown by Xxxxxxxx, provide Landlord with additional letter(s) of credit or cash in an amount equal to the deficiency, and any such additional letter(s) of credit shall comply with all of the provisions of this Section 17.07.B. If Tenant fails to comply with this requirement, despite anything to the contrary contained in this Lease, the same shall constitute a default by Tenant. 4. Tenant covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part of it and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment, or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the Letter of Credit Expiration Date, Landlord will accept a renewal of the letter of credit (such renewal letter of credit to be in effect and delivered to Landlord, as applicable, not later than thirty (30) day perioddays before the expiration of the Letter of Credit), which shall be irrevocable and automatically renewable as required in Section 17.07.B.1 above through the Letter of Credit Expiration Date on the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its reasonable discretion. However, if the Letter of Credit is not timely renewed, or if Tenant fails to maintain the Letter of Credit in the amount and in accordance with the terms set forth above, Landlord shall have the right to present the Letter of Credit to the Issuing Bank in accordance with the terms hereof, and the proceeds of the Letter of Credit may be applied by Landlord pursuant to Section 17.07.A, above. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Xxxxxxxx agrees to pay to Tenant on or before the Letter of Credit Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not (1) applied against any Rent payable by Tenant under this Lease that was not paid when due or (2) used to pay for any losses and damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any breach or default by Tenant under this Lease; provided, however, that if before the Letter of Credit Expiration Date a voluntary petition under the Bankruptcy Code is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either (x) all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or (y) such bankruptcy or reorganization case has been dismissed. 5. Xxxxxx acknowledges and agrees that Landlord is entering into this Lease in material reliance on the ability of Landlord to draw on the Letter of Credit on the occurrence of any breach or default on the part of Tenant under this Lease. If Tenant shall Default under this Lease, Landlord may, but without obligation to do so, and without additional notice to Tenant, draw on the Letter of Credit, in part or in whole, to cure any breach or default of Tenant and to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Xxxxxx’s breach or default, including any damages that accrue upon termination of the Lease under the Lease and/or California Civil Code §1951.2 or any similar provision. Landlord’s use, application, or retention of any proceeds of the Letter of Credit, or any portion of it, shall not prevent Landlord from 44 exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Landlord shall not first be required to proceed against the Letter of Credit, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Xxxxxx agrees not to interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, either before or following a draw by Landlord of any portion of the Letter of Credit, regardless of whether any dispute exists between Xxxxxx and Landlord as to Landlord’s right to draw on the Letter of Credit. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a draw on such Deposit L/C Letter of Credit in a timely manner. Tenant agrees and retain acknowledges that (1) the Letter of Credit constitutes a separate and independent contract between Landlord and the Issuing Bank; (2) Tenant is not a third party beneficiary of such contract; (3) Tenant has no property interest whatsoever in the Letter of Credit or the proceeds of it; and (4) if Tenant becomes a debtor under any chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim or rights to the Letter of Credit or the proceeds of it by application of 11 USC §502(b)(6) or otherwise. 6. Tenant may, from time to time, replace any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit: (1) becomes effective at least thirty (30) days before expiration of the Letter of Credit that it replaces; (2) is in the required Letter of Credit amount; (3) is issued by a Letter of Credit bank reasonably acceptable to Landlord; and (4) otherwise complies with the requirements of this Section 17.07.B. 7. Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal or proceeds of it be (1) deemed to be or treated as a “security deposit” within the meaning of California Civil Code §1950.7, (2) subject to the terms of §1950.7, (3) intended to serve as a “security deposit” within the meaning of §1950.7, or (4) limit Landlord’s remedies hereunder. Landlord and Tenant (x) confirm that the Letter of Credit is not intended to serve as a security deposit hereunder and §1950.7 and any and all other Laws applicable to security deposits in the amount so drawncommercial context (“Security Deposit Laws”) shall have no applicability or relevancy to the Letter of Credit and (y) waive any and all rights, duties, and obligations either party may now or in the future have relating to or arising from the Security Deposit Laws. 8. As used Notwithstanding the foregoing or anything to the contrary contained herein, if at any time during the Term, Landlord determines that (i) the Issuing Bank is closed for any reason, whether by the Federal Deposit Insurance Corporation (“FDIC”), by any other governmental authority, or otherwise, or (ii) the Issuing Bank fails to meet any of the following three ratings standards as to its unsecured and senior, long-term "debt obligations (not supported by third party credit enhancement): (a) “A” or better by Xxxxx’x Investors Service, or its successor, (b) “A-” or better by Standard & Poor’s Rating Service, or its successor; or (c) “A-” or better by Fitch Ratings, or its successor, or (c) the Issuing Bank is no longer considered to be well capitalized under the “Prompt Corrective Action” rules of the FDIC (as disclosed by the Issuing Bank’s Report of Condition and Income (commonly known as the “Call Report”) or otherwise), or (d) the Issuing Bank has been placed into receivership by the FDIC, or has entered into any other form of regulatory or governmental receivership, conservatorship or other similar regulatory or governmental proceeding, or is otherwise declared insolvent or downgraded below investment grade by the FDIC or other governmental authority (any of the foregoing, an “Issuing Bank Credit Event”), then, within thirty (30) calendar days following Landlord’s notice to Tenant, Tenant shall deliver to Landlord cash or a new Letter of Credit meeting the terms of this Section issued by an Issuing Bank meeting Landlord’s credit rating standards set forth above and otherwise reasonably acceptable to Landlord, in which event, Landlord shall return to Tenant the previously held Letter of Credit. If Tenant fails to timely deliver such replacement Letter of Credit to Landlord, such failure shall be deemed a default by Tenant under this Lease, without the necessity of additional notice or the passage of additional grace periods, entitling Landlord to draw upon the Letter of Credit.

Letter of Credit. In addition to the Security Deposit (if any), Tenant has deposited, and shall maintain on deposit deliver to Landlord concurrently with Landlord at all times during the initial Term Tenant’s execution of this Lease, one or more an unconditional, clean, irrevocable letter(s) letter of credit (each a "Deposit the “L/-C"”), with an expiration date not earlier than twelve (12) months after the date of issuance, in the "Required initial amount of Two Million Six Hundred Twenty-Two Thousand Two Hundred Ten and 20/100 Dollars ($2,622,210.20) (the “Original L-C Amount" (as hereinafter defined”), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/-C shall be issued by a money-center bank (a bank which accepts deposits, maintains accounts, has an Orange County office which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord Landlord, and which L-C shall be substantially in a form and content as set forth in Exhibit G, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the form L-C. As provided in Sections 1.3.6 and 1.4.5 above, the Original L-C Amount shall be increased and a replacement L-C or an additional L-C shall be delivered to Landlord concurrently with the addition of each addition of Available Expansion Space and Existing Building First Offer Space, subject to adjustment as provided below. The Original L-C Amount, as increased pursuant to Section 1.3.6 and/or Section 1.4.5, is hereinafter referred to as the “L-C Amount.” During the period commencing upon the first day of the letter second (2nd) Lease Year (i.e., the first day of credit attached hereto on Exhibit D the thirteenth [13th] month of the Lease Term) and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the continuing until expiration of the fifth (5th) Lease Year (the “Reduced L-C Period”), Tenant may reduce the then-applicable L-C Amount by a schedule attached to the L-C or deliver a new L-C to Landlord meeting the requirements specified in this Section 21.2 below; provided, however, that during the Reduced L-C Period, the required amount of the L-C shall not fall below the “Reduced L-C Amount,” as that term is defined below. The L-C Amount may be reduced during Lease Years two (2) through five (5) to a lower amount (“Reduced L-C Amount”) as follows: (i) effective as of the first day of the second Lease Year, the Reduced L-C Amount shall be eighty percent (80%) of the then-applicable L-C Amount (i.e., the sum of the Original L-C Amount plus any prior increases thereto pursuant to Sections 1.3.6 and/or 1.4.5) existing at the commencement of the Reduced L-C Period; (ii) effective as of the first day of the third Lease Year, the Reduced L-C Amount shall be sixty percent (60%) of the Original L-C Amount plus sixty percent (60%) of that portion of the then-existing L-C Amount added pursuant to Sections 1.3.6 and/or 1.4.5 as of the commencement of the third Lease Year; (iii) effective as of the first day of the fourth Lease Year, the Reduced L-C Amount shall be forty percent (4th40%) of the Original L-C Amount plus forty percent (40%) of that portion of the then-applicable L-C Amount added pursuant to Sections 1.3.6 and/or 1.4.5 as of the commencement of the fourth Lease Year; (iv) effective as of the first day of the fifth Lease Year, the Reduced L-C Amount shall be twenty percent (20%) of the Original L-C Amount plus twenty percent (20%) of that portion of the then-applicable L-C Amount added pursuant to Section 1.3.6 and/or 1.4.5 as of the commencement of the fifth Lease Year; and (v) effective as of the last day of the fifth (5th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit Reduce L/-C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period Amount shall be deemed reduced to be a default under this Lease zero and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit the L/-C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "will terminate.

Letter of Credit. Tenant has depositedXXXX and PROXIM hereby acknowledge and agree that, in accordance with the terms of Section 22 of the Lease, XXXX currently holds an Irrevocable Standby Letter of Credit, namely Irrevocable Standby Letter of Credit Xx. XXXXX000000 in the amount of $466,106.50 (the “Letter of Credit”), which Letter of Credit was issued by Silicon Valley Bank (the “LC Lender”). PROXIM acknowledges that neither the Letter of Credit nor the proceeds thereof are an asset of PROXIM, and in the event of a bankruptcy action filed by or against PROXIM, they shall maintain on deposit with Landlord at all times during not be part of the initial Term Tenant’s estate. Immediately upon the full execution and delivery of this LeaseAgreement by XXXX and PROXIM, one PROXIM shall cause the Letter of Credit to be amended by the LC Lender (the “LC Amendment”) and shall deliver the LC Amendment to XXXX within three (3) business days after the full execution and delivery of this Agreement by XXXX and PROXIM. The LC Amendment shall (i) incorporate into the Letter of Credit a new certification which may be given by XXXX to the LC Lender for the purpose of drawing upon the Letter of Credit, and (ii) provide that such certification, if given by XXXX, shall be given independently of (and not in conjunction with or in addition to) any other certifications presently required in the current form of the Letter of Credit (prior to any amendment pursuant to this Section 4A) for drawings to be made by XXXX. The new certification provided for in the LC Amendment shall be consistent with the provision set forth in Exhibit C attached hereto. In addition, the form and content of such LC Amendment shall be subject to XXXX’x prior written approval, and such LC Amendment shall be obtained by PROXIM at PROXIM’s sole cost. Immediately following delivery of the LC Amendment by PROXIM to XXXX in compliance with the foregoing provisions, XXXX shall have the right to draw down upon the entire amount of the Letter of Credit, and keep the proceeds of such draw for XXXX’x own account. XXXX shall use commercially reasonable efforts to draw upon the full amount of the Letter of Credit immediately following the delivery by PROXIM to XXXX of the LC Amendment in compliance with the foregoing terms of this Section 4A, and PROXIM shall exercise commercially reasonable efforts to assist XXXX in its effort to draw upon the full amount of the Letter of Credit (without expending more unconditionalthan a nominal sum and in a manner not inconsistent with the terms of this Agreement), irrevocable letter(sincluding, but not limited to, by confirming to the LC Lender that XXXX has the right to draw on the full amount of the Letter of Credit, and by executing any and all documents reasonably required by either XXXX or the LC Lender in connection with any draw request and taking any other actions necessary to facilitate the draw on the Letter of Credit. Any costs or fees charged by the LC Lender in connection with XXXX’x draw thereof (the “LC Fees”) shall be reimbursed by PROXIM to XXXX promptly upon XXXX’x submission of credit an invoice to PROXIM for such amounts, provided that any such fees charged by the LC Lender for XXXX’x draw (each a "Deposit L/C"as opposed to the fees charged for the LC Amendment, which shall be payable by PROXIM in any event) which equal less than Five Hundred Dollars ($500.00) in the "Required Amount" (as hereinafter defined)aggregate shall be payable by XXXX without reimbursement from PROXIM. If, as security for despite using commercially reasonable efforts to draw the full and prompt payment, performance and observance by Tenant of all entire amount of the covenants Letter of Credit, XXXX is unable to do so by May 20, 2005, XXXX shall promptly inform PROXIM of such failure and obligations demand a cash payment from PROXIM in the amount of the unsatisfied draw, which amount shall be payable by PROXIM to XXXX within five (5) business days of XXXX’x request therefor (the “LC Payment”). PROXIM’s failure to timely pay such amount shall constitute the failure of a Release Condition to occur, which shall cause XXXX’x release under Section 6.2 below to be paidineffective and shall entitle XXXX to the rights and remedies set forth in Sections 6.2 and 7 below. Concurrently with PROXIM’s making of the LC Payment, performed and/or observed XXXX shall return the Letter of Credit to PROXIM. Notwithstanding any contrary provision of the Lease or this Agreement, PROXIM shall not be obligated to replenish the Letter of Credit pursuant to Section 22 of the Lease upon XXXX’x draw on the part Letter of Tenant under Credit pursuant to this Lease and for the payment of any and all damages for which TenantSection 4A, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides provided that the amount drawable thereunder shall cease Lease terminates pursuant to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Agreement.

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term (a) Within five (5) days after Tenant’s execution of this LeaseSecond Amendment, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined)Tenant shall deliver to Landlord, as security collateral for the full and prompt payment, faithful performance and observance by Tenant of all of its obligations under the covenants Lease and obligations to be paidcompensate Landlord for all losses and damages Landlord may suffer as a result of any default, performed and/or observed on the part of beyond any applicable notice and cure period, by Tenant under the Lease, an irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”), in the form attached hereto as Exhibit C to this Lease Second Amendment and for containing the payment terms required herein, payable in the City of any and all damages for which TenantSan Francisco, shall be final by reason of any act California (or omission contrary to any payable upon receipt of the provisions documentation required by the bank in connection with a draw which the bank confirms in the Letter of this LeaseCredit may be delivered to the bank by personal delivery, nationally recognized overnight courier or facsimile), running in favor of Landlord issued by a solvent, nationally recognized bank under the supervision of the Superintendent of Banks of the State of California, or a national banking association, in the amount of Eight Hundred Thousand and No/100 Dollars ($800,000.00) (the “Letter of Credit Amount”). Each Deposit L/C The Letter of Credit shall be issued by a commercial bank reasonably acceptable to Landlord and (1) that is chartered under the laws of the United States, any State thereof or the District of Columbia, and which is insured by the Federal Deposit Insurance Corporation; (2) whose long-term, unsecured and unsubordinated debt obligations are rated not lower than the second highest category by Xxxxx’x Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services (“S&P”) or their respective successors (the “Rating Agencies”) (which shall mean Aa1 from Moody’s and AA from Standard & Poor’s); and (3) which has a short term deposit rating not lower than the second highest category from the Rating Agencies (which shall mean P-1/P-2 from Moody’s and A-2 from S&P) (collectively, the “LC Issuer Requirements”). If at any time the LC Issuer Requirements are not met, or if the financial condition of such issuer changes in any other materially adverse way, as determined by Landlord in its reasonable discretion, then Tenant shall within ten (10) business days after receipt of written notice from Landlord deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Section and that meets the LC Issuer Requirements (and Tenant’s failure to do so shall, notwithstanding anything in this Section to the contrary, constitute a default by Tenant under the Lease for which there shall be substantially no notice or grace or cure periods being applicable thereto other than PTFDOCS #77647 v5 Proofpoint Second Amendment 4 the aforesaid ten (10) business day period) and Landlord shall return the existing Letter of Credit within three (3) business days of Landlord’s receipt of the replacement Letter of Credit. Among other things, Landlord shall have the right under such circumstances to immediately, and without further notice to Tenant, present a draw under the Letter of Credit for payment and to hold the proceeds thereof. In the event the issuer of the Letter of Credit is insolvent or is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation, or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for the issuer, then, effective as of the date of such occurrence, the Letter of Credit shall be deemed to not meet the requirements of this Section, then Tenant shall within ten (10) business days of written notice from Landlord deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Section and that meets the LC Issuer Requirements (and Tenant’s failure to do so shall, notwithstanding anything in this Section or Lease to the contrary, constitute a default by Tenant under the Lease for which there shall be no notice or grace or cure periods being applicable thereto other than the aforesaid ten (10) business day period); or, alternatively, Tenant shall, within such ten (10) business day period deliver cash to Landlord in the form amount required above. Landlord hereby pre-approves Silicon Valley Bank as the issuer of the letter Letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides Credit provided that Silicon Valley Bank at all times maintains its current ratings from the amount drawable thereunder shall cease to be available on a date prior to Rating Agencies existing as of the date of this Second Amendment. The Letter of Credit shall be (i) at sight, irrevocable and unconditional, (ii) maintained in effect, whether through replacement, renewal or extension, for the period from the date of this Second Amendment and continuing until the date (the “LC Expiration Date”) which is thirty ninety (3090) days after the expiration date of the fourth (4th) Lease YearExpanded Premises Term, and Tenant shall deliver a new Letter of Credit or if the issuing bank shall give written notice certificate of renewal or extension to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (iii) subject to the International Standby Practice (1998 Revision) International Chamber of Commerce Publication #590, (iv) fully assignable by Landlord, and (v) permit partial draws. In addition to the foregoing, the form and terms of the Letter of Credit (and the bank issuing the same (the “Bank”)) shall be acceptable to Landlord, in such Deposit L/C as being the date on which such drawable amount will cease to be availableLandlord’s sole but reasonable discretion, and shall provide, among other things, in effect that: (A) Landlord, or its then general partner or managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit (1) upon the presentation to the Bank of Landlord’s (or Landlord’s then current expiry dategeneral partner or managing agent’s) written statement that such amount is due to Landlord under the terms and conditions of this Lease, or (2) in the event Tenant, as the case may beapplicant, either furnish shall have failed to provide to Landlord a new or renewal Letter of Credit satisfying the terms of this Lease at least thirty (30) days prior to the expiration of the Letter of Credit then held by Landlord, it being understood that if Landlord or extension its general partner or managing agent be a limited liability company, corporation, partnership or other entity, then such statement shall be signed by a manager or managing member (if a limited liability company), an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity) and (B) the Letter of Credit will be honored by the Bank without inquiry as to the accuracy thereof and regardless of whether Tenant disputes the content of such Deposit L/C statement. (b) Notwithstanding anything to the contrary contained herein and provided that at no time prior to such date has Tenant been in default under the Lease beyond any applicable notice and cure period, the Letter of Credit Amount shall be reduced as follows: (i) On May 1, 2016, the Letter of Credit Amount shall be reduced to Six Hundred Forty Thousand and No/100 Dollars ($640,000.00); (ii) On May 1, 2017, the Letter of Credit Amount shall be reduced to Four Hundred Eighty Thousand and No/100 Dollars ($480,000.00); and (iii) On May 1, 2018, the Letter of Credit Amount shall be reduced to Three Hundred Twenty Thousand and No/100 Dollars ($320,000.00), which Letter of Credit Amount shall remain in effect for the remainder of the Term of the Lease. (c) The Letter of Credit shall also provide that Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer all or any portion of its interest in and to the Letter of Credit to another party, person or entity in connection with Landlord’s assignment of its rights and interests in and to the Lease (i.e., a sale or refinancing of the Project). In the event of a transfer of Landlord’s interest in the Project, Landlord shall transfer the Letter of Credit, in whole or in part (or cause a substitute letter of credit to be PTFDOCS #77647 v5 Proofpoint Second Amendment 5 delivered, as applicable) to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer and, Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection therewith. (d) If, as result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within five (5) business days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a new Deposit L/C. Failure replacement letter of credit in the total Letter of Credit Amount), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Section, and if Tenant fails to comply with the provisions foregoing, notwithstanding anything to the contrary contained in Section 18 of the preceding sentence prior Lease, the same shall constitute an incurable default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the LC Expiration Date, a renewal thereof or substitute letter of credit, as applicable, shall be delivered to the commencement of said Landlord not later than thirty (30) day period days prior to the expiration of the Letter of Credit, which shall be deemed irrevocable and automatically renewable as above provided through the LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its sole discretion. However, if the Letter of Credit is not timely renewed or a substitute letter of credit is not timely received, or if Tenant fails to maintain the Letter of Credit in the amount and in accordance with the terms set forth in this Section, Landlord shall have the right to present the Letter of Credit to the Bank in accordance with the terms of this Section, and the proceeds of the Letter of Credit may be applied by Landlord for Tenant’s failure to fully and faithfully perform all of Tenant’s obligations under this Lease and against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any default by Tenant under this Lease beyond any applicable notice and cure period. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets, subject to any obligation of Landlord to return any unused proceeds then held by Landlord after the LC Expiration Date, provided that if prior to the LC Expiration Date, a voluntary or involuntary petition under the Federal Bankruptcy Code or for reorganization or rearrangement is filed by or against Tenant, then Landlord will not be obligated to return any such unused proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case under a final court order not subject to appeal or stay pending appeal. (e) Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the Letter of Credit in the event Tenant fails to fully and faithfully perform all of Tenant’s obligations under this Lease and to compensate Landlord for all losses and damages Landlord may suffer as a result of the occurrence of any default beyond any applicable notice and cure period on the part of Tenant under this Lease and Landlord may, at any time during said thirty (30) day periodtime, but without obligation to do so, and without notice, draw upon the Letter of Credit, in part or in whole, for such Deposit L/C purposes. If Tenant shall be in default under this Lease, after any applicable notice and retain cure period expressly set forth in this Lease, Landlord may, but without any obligation to do so, and without notice to Tenant, draw on the Letter of Credit, in part or in whole, to cure any breach or default of Tenant and to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s default, including any damages that accrue upon termination of this Lease under this Lease and/or California Civil Code Section 1951.2 or any similar provision; provided, however, that if Landlord is prevented from delivering a notice of default to Tenant for any reason, including, without limitation, because Tenant has filed a voluntary petition, or an involuntary petition has been filed against Tenant, under the Bankruptcy Code, then no such notice and cure period shall be required. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, either prior to or following a “draw” by Landlord of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw from the Letter of Credit; provided, however, that nothing contained in this Section shall be deemed to prohibit Tenant from challenging the validity of the amount of the draw after the draw occurs. No condition or term of this Lease shall be deemed to render the Letter of Credit PTFDOCS #77647 v5 Proofpoint Second Amendment 6 conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Tenant agrees and acknowledges that Tenant has no property interest whatsoever in the Letter of Credit or the proceeds thereof and that, in the event Tenant becomes a debtor under any chapter of the Federal Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the Letter of Credit and/or the proceeds thereof by application of Section 502(b)(6) of the Federal Bankruptcy Code. (f) Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor be (i) deemed to be or treated as a “security deposit” within the meaning of California Civil Code Section 1950.7, (ii) subject to the terms of such Section 1950.7, or (iii) intended to serve as a “security deposit” within the meaning of such Section 1950.7. The parties hereto (A) recite that the Letter of Credit is not intended to serve as a security deposit hereunder and such Section 1950.7 and any and all other laws, rules and regulations applicable to security deposits in the amount so drawn. As used hereincommercial context (“Security Deposit Laws”) shall have no applicability or relevancy thereto and (B) waive any and all rights, duties and obligations either party may now or, in the term "future, will have relating to or arising from the Security Deposit Laws.

Letter of Credit. (1) Tenant has depositeddeposited with Owner, at the time of the execution and shall maintain on deposit with Landlord at all times during the initial Term delivery of this Lease, one or more an unconditional, irrevocable letter(s) letter of credit issued Silicon Valley Bank (each a "Deposit L/C"referred to as the “Bank”), in favor of Owner, in the sum of ONE HUNDRED FOUR THOUSAND FOUR HUNDRED SEVENTY-EIGHT AND 00/100 ($104,478.00) DOLLARS (referred to as the “ Security Amount”) in funds available immediately or same day funds in the "Required Amount" (as hereinafter defined)City of New York, as security for the full faithful observance and prompt payment, performance and observance by Tenant of all of the terms, covenants and obligations conditions of this Lease on Tenant’s part to be paid, performed and/or observed on the part and performed. Such letter of Tenant under this Lease and credit is (x) for the payment a term of any and all damages for not less than one (1) year which Tenant, term shall be final by reason automatically renewed for successive one (1) year terms, unless the Bank gives not less than ninety (90) days prior written notice that it will not so renew the letter of any act or omission contrary to any of credit for such successive term and the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form last term of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty end not less than sixty (3060) days after the expiration Expiration Date and (y) in substantially the same form as Exhibit 2. If such letter of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will credit is not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry dateautomatically renewed as aforesaid, Tenant shallagrees to cause the Bank to renew such letter of credit, from time to time, during the Demised Term, at least thirty ninety (3090) days prior to the date specified in expiration of said letter of credit or any renewal or replacement, upon the same terms and conditions. In the event of any transfer of said letter of credit pursuant to Section 35.05, and notice of such Deposit L/C as being the date on which such drawable amount will cease transfer to Tenant, Tenant, within twenty (20) days thereafter, shall cause a new letter of credit to be availableissued by said Bank to the transferee, or upon the then current expiry datesame terms and conditions, in replacement of the letter of credit so transferred and Owner agrees that, simultaneously with the delivery of such new letter of credit, it will return to said Bank the letter of credit being replaced. The letter of credit deposited hereunder, and all renewals and replacements, are referred to, collectively, as the case may be, either furnish to Landlord a renewal or extension “Letter of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions Credit”. In amplification and not in limitation of the preceding sentence prior to foregoing, the commencement Letter of said thirty Credit shall expressly provide that (30i) day period the Letter of Credit can be drawn down by presentation of a sight draft only without any other documents or statements, (ii) partial drawings are allowed and (iii) the Letter of Credit shall be deemed to be a default under this Lease transferable by Owner, as beneficiary thereof, without restriction or limitation and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "with all fees paid by Tenant.

Letter of Credit. In lieu of a cash deposit, Tenant may deliver the Security Deposit to Landlord in the form of a clean, irrevocable, stand-by and unconditional letter of credit in the amount of the Security Deposit (the "Letter of Credit") issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the Borough of Manhattan, City of New York (the "Issuing Bank"), which has depositedoutstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as "+" or "-" or numerical notation, "Aa" or better by Xxxxx'x Investors Service and "AA" or better by Standard & Poor's Rating Service, and has combined capital, surplus and undivided profits of not less than $50,000,000,000. The Letter of Credit shall maintain on deposit with (a) name Landlord at all times during the initial Term of this Leaseas beneficiary, one or more unconditional, irrevocable letter(s(b) of credit (each a "Deposit L/C") be in the "Required Amount" amount of the Security Deposit (subject to increase and decrease as hereinafter definedprovided under Section 37.1(a) and (b)), as security for the full and prompt payment(c) have a term of not less than one year, performance and observance (d) permit multiple drawings, (e) be fully transferable by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for Landlord without the payment of any fees or charges by Landlord, and all damages for which Tenant(f) otherwise be in form and content satisfactory to Landlord. If upon any transfer of the Letter of Credit, any fees or charges shall be final by reason of any act so imposed, then such fees or omission contrary to any of the provisions of this Lease. Each Deposit L/C charges shall be issued payable solely by a bank reasonably acceptable to Landlord Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be substantially in deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to Term through the date which that is thirty (30) at least 60 days after the Expiration Date, unless the Issuing Bank sends a notice (the "Non-Renewal Notice") to Landlord by certified mail, return receipt requested, not less than 45 days next preceding the then expiration date of the fourth (4th) Lease YearLetter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. Landlord shall have the right, upon receipt of the Non-Renewal Notice, to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold or if apply the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond cash proceeds of the then current expiry date, Tenant shall, at least thirty (30) days prior Letter of Credit pursuant to the date specified terms of this Article. The Letter of Credit shall state that drafts drawn under and in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply compliance with the provisions terms of the preceding sentence prior Letter of Credit will be duly honored upon presentation to the commencement Issuing Bank at an office location in Manhattan. The Letter of said thirty (30) day period Credit shall be deemed subject in all respects to be a default under this Lease the Uniform Customs and Landlord mayPractice for Documentary Credits (1993 revision), at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnInternational Chamber of Commerce Publication No. As used herein, the term "500.

Letter of Credit. Tenant has deposited, and shall maintain on deposit Concurrently with Landlord at all times during the initial Term execution of this Lease, one or more Tenant shall deliver to Landlord an unconditional, irrevocable letter(s) irrevocable, transferable and negotiable standby letter of credit (each a "Deposit L/C"the “LC”) in an amount equal to Two Hundred Ninety-One Thousand Four Hundred and Sixty-Five Dollars ($291,465.00) (the "Required “Face Amount" ”) issued by a bank or trust company with an office in San Francisco (as hereinafter defined)“Issuer”) and in form and substance acceptable to Landlord, in its sole and absolute discretion, as security for the full and prompt payment, performance and observance of Tenant’s obligations under this Lease. The LC must meet those additional requirements set forth in Section 4.4. If there is an Event of Default by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and or if Tenant fails to observe or perform any term, covenant or obligation of this Lease, including, but not limited to, the provisions relating to the payment of Rent, Landlord may, but shall not be required to, draw against the LC for the payment of any and all damages Rent or any other sum in default, or for which Tenant, shall be final the payment of any amount that Landlord may spend or become obligated to spend by reason of Tenant’s default or failure to observe or perform any act term, covenant or omission contrary obligation of this Lease, or to compensate Landlord for any other Xxxx or damage that Landlord may suffer by reason of the provisions Tenant’s default or failure to observe or perform any term, covenant or obligation of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form If any portion of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which LC is thirty so used or applied, Tenant shall, within five (305) days after written demand, cause the LC to be restored to the full Face Amount, and Tenant’s failure to do so shall be an Event of Default under this Lease. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the LC shall be returned to Tenant within sixty (60) days following the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Term.

Letter of Credit. Tenant has deposited(a) Subtenant shall deliver to Sublandlord, and shall maintain on deposit with Landlord at all times during within three (3) business days after the initial Term of this Leasedate the fully executed Consent is delivered by Sublandlord to Subtenant, one or more unconditionalan irrevocable, irrevocable letter(s) standby letter of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined“Letter of Credit”), naming Sublandlord as security for the full and prompt paymentbeneficiary, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter Exhibit B to this Sublease, and issued by Bank of credit attached hereto on Exhibit D and made America, N.A., or another a part hereoffinancial institution (“Issuer”), reasonably satisfactory to Sublandlord. If any Deposit L/C provides that the The initial amount drawable thereunder shall cease available to be available on a date drawn under the Letter of Credit (the “Letter of Credit Amount”) shall be Eighty-Six Thousand Eight Hundred Seventy-Five Dollars ($86,875). (b) Provided that Subtenant has paid all of its rental obligations that were due prior to such date, the date which is thirty (30) days after Letter of Credit Amount shall be reduced to the expiration following amounts on the dates specified below: January 1, 2011 $ 43,437.50 July 1, 2011 $ 21,718.75 Each of the fourth (4th) Lease Year, foregoing reductions in the Letter of Credit Amount shall be accomplished by Subtenant providing Sublandlord a substitute Letter of Credit or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for with an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior amendment to the date specified existing Letter of Credit, in the reduced amount and otherwise conforming in all respects to the requirements of this Section 4.1. In no event shall the Letter of Credit Amount be reduced below Twenty-One Thousand Seven Hundred Eighteen and 75/00 Dollars ($21,718.75) during the Term. (c) Sublandlord shall be entitled to draw up to Seven Thousand Two Hundred Thirty-Nine and 58/100 Dollars ($7,239.58) in any calendar month if Subtenant fails to pay the Base Rent in such Deposit L/C as being the date on which such drawable amount will cease to be availablemonth, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior provided that any draw request submitted to the commencement Issue is accompanied by a certification by Sublandlord that Subtenant has failed to pay the Base Rent due for such month and that such draw is being applied to Subtenant’s Base Rent obligations under this Sublease. The Letter of said thirty (30) day period Credit shall provide for partial draws by Landlord in accordance with this paragraph. Any such draws when made shall be deemed applied to be a default the amounts owing under this Lease and Landlord mayLease. (d) The Letter of Credit, at any time during said thirty (30) by its terms, shall expire no earlier than the last day period, draw upon such Deposit L/C and retain as a security deposit hereunder of the amount so drawn. As used herein, the term "Term.

Letter of Credit. Tenant has deposited, Borrower shall give the Agent and shall maintain on deposit with Landlord at all times during the initial Term Fronting Bank written notice in the event that it desires to have Letters of this Lease, one or more unconditional, irrevocable letter(s) Credit ("Letter of credit (each a "Deposit L/CCredit") in the "Required Amount" issued hereunder, no later than 10:00 a.m., New York City time, at least four (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date 4) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the amount of such Letter of Credit, (ii) date of such issuance (which is thirty shall be a Domestic Business Day), (30iii) days after the name and address of the beneficiary, (iv) the expiration date of the fourth Letter of Credit (4th) Lease Year, or if the issuing bank which in no event shall give written notice to Landlord that it will not extend such Deposit L/C for an additional be later than twelve (12) months beyond after the then current expiry dateissuance of such Letter of Credit or the Maturity Date, Tenant shallwhichever is earlier), at least thirty (30v) days the purpose and circumstances for which the Letter of Credit is being issued, and (vi) the terms upon which the Letter of Credit may be drawn down (which terms shall not leave any discretion to Fronting Bank). Such notice may be revoked telephonically by the Borrower to the Fronting Bank and the Agent any time prior to the date specified of issuance of the Letter of Credit by the Fronting Bank, pro- vided such revocation is confirmed in such Deposit L/C as being writing by the Bor- rower to the Fronting Bank and the Agent within one (1) Domestic Business Day by facsimile. No later than 10:00 a.m., New York City time, on the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence that is four (4) Domestic Business Days prior to the commencement date of said thirty (30) day period issuance, the Borrower shall specify a precise description of the docu- ments and the verbatim text of any certificate to be pre- sented by the beneficiary of the Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require the Fronting Bank to make a payment under the Letter of Credit; provided, that Fronting Bank may, in its reasonable judgment, require changes in any such documents and certificates only in conformity with changes in customary and commercially rea- sonable practice or law and, provided further, that the Letter of Credit shall not require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York City time. In determining whether to pay on such Letter of Cred- it, the Fronting Bank shall be deemed responsible only to determine that the documents and certificates required to be a default delivered under this Lease the Letter of Credit have been delivered and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder that they comply on their face with the amount so drawn. As used herein, requirements of the term "Letter of Credit.

Letter of Credit. Tenant has deposited, (a) On the Commencement Date and shall maintain on deposit with Landlord at all times during as a condition precedent to the initial Term effectiveness of this LeaseSublease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined)Subtenant shall deliver to Sublessor, as security protection for the full and prompt payment, faithful performance and observance by Tenant Subtenant of all of the covenants and its obligations to be paid, performed and/or observed on the part of Tenant under this Lease Sublease and for the payment all losses and damages Sublessor may suffer as a result of any breach or default by Subtenant under this Sublease, an irrevocable and all damages for which Tenantunconditional negotiable standby letter of credit (the “Letter of Credit”), shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on as Exhibit D and made containing the terms required herein, payable in New York, New York, running in favor of Sublessor and issued by a part solvent, nationally recognized bank with a long term rating of BBB or higher, in the amount of Two Million Four Hundred Thousand Dollars ($2,400,000) (the “Letter of Credit Amount”) as set forth in Paragraph 1(h) hereof. If any Deposit L/C provides that The Letter of Credit Amount shall be increased to Four Million Eight Hundred Thousand Dollars ($4,800,000) on the amount drawable thereunder Second Phase Period Commencement Date. The Letter of Credit shall cease to (i) be available on a date prior to “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension, for the period from the Commencement Date and continuing until the date which (the “LC Expiration Date”) that is thirty forty-five (3045) days after the expiration of the fourth (4th) Lease YearTerm, and Subtenant shall deliver a new Letter of Credit or if the issuing bank shall give written notice certificate of renewal or extension to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, Sublessor at least thirty (30) days prior to the date specified expiration of the Letter of Credit then held by Sublessor, without any action whatsoever on the part of Sublessor, (iii) be fully assignable by Sublessor, its successors and assigns in conjunction with an assignment of the Main Lease by Sublessor, provided that Sublessor or its assignee pays any fees of the issuing bank to effect such Deposit L/C as being transfer, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the date on which Uniform Customs and Practices for Documentary Credits (1990-Rev) International Chamber of Commerce Publication #500 or the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. The form and terms of the Letter of Credit (and the bank issuing the same (the “Bank”)) shall be acceptable to Sublessor, in Sublessor’s reasonable discretion. Sublessor shall have the right to draw down an amount up to the face amount of the Letter of Credit if any of the following shall have occurred or be applicable: (1) such drawable amount will cease is due to be availableSublessor under the terms and conditions of this Sublease, or (2) Subtenant has filed a voluntary petition under the then current expiry dateU. S. Bankruptcy Code or any state bankruptcy code (collectively, as “Bankruptcy Code”), or (3) an involuntary petition has been filed against Subtenant under the case may beBankruptcy Code and has not been dismissed within ninety (90) days after filing, either furnish to Landlord a renewal or extension (4) the Letter of such Deposit L/C Credit is not renewed or a new Deposit L/C. Failure to comply with replaced within the provisions time period required by this Paragraph 25. (b) The Letter of the preceding sentence prior to the commencement of said thirty (30) day period Credit shall be deemed to be a default under this Lease also provide that Sublessor, its successors and Landlord assigns, may, at any time during said and without notice to Subtenant and without first obtaining Subtenant’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the Letter of Credit to another party, person or entity as a part of the assignment by Sublessor of its rights and interests in and to this Sublease. In connection with any such transfer of the Letter of Credit by Sublessor, Subtenant shall, at Subtenant’s sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer; provided that Sublessor shall be responsible for paying the Bank’s transfer and processing fees in connection therewith. (c) If, as a result of any drawing by Sublessor on the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Subtenant shall, within ten (10) business days after receipt of notice of same, provide Sublessor with additional letter(s) of credit in an amount equal to the deficiency, and any such additional letter(s) of credit shall comply with all of the provisions of this Paragraph 25, and if Subtenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in Paragraph 25(a) above, the same shall constitute an incurable default by Subtenant. Subtenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Sublessor nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the LC Expiration Date, Sublessor will accept a renewal thereof (such renewal letter of credit to be in effect and delivered to Sublessor, as applicable, not later than thirty (30) day perioddays prior to the expiration of the Letter of Credit), which shall be irrevocable and subject to renewal as above provided through the LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Sublessor in its sole discretion. However, if the Letter of Credit is not timely renewed, or if Subtenant fails to maintain the Letter of Credit in the amount and in accordance with the terms set forth in this Paragraph 25, Sublessor shall have the right to present the Letter of Credit to the Bank in accordance with the terms of this Paragraph 25, and the proceeds of the Letter of Credit may be applied by Sublessor against any Fixed Rent and/or Additional Rent payable by Subtenant under this Sublease that is not paid when due and/or to pay for all losses and damages that Sublessor has suffered or that Sublessor reasonably estimates that it will suffer as a result of any breach or default by Subtenant under this Sublease. Any unused proceeds shall constitute the property of Sublessor and need not be segregated from Sublessor’s other assets. Sublessor agrees to pay to Subtenant within thirty (30) days after the LC Expiration Date the amount of any proceeds of the Letter of Credit received by Sublessor and not applied against any Fixed Rent and/or Additional Rent payable by Subtenant under this Sublease that was not paid when due or used to pay for any losses and/or damages suffered by Sublessor (or reasonably estimated by Sublessor that it will suffer) as a result of any breach or default by Subtenant under this Sublease; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Subtenant, or an involuntary petition is filed against Subtenant by any of Subtenant’s creditors, under the U.S. Bankruptcy Code or any state bankruptcy code, then Sublessor shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this Sublease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed. (d) Subtenant hereby acknowledges and agrees that Sublessor is entering into this Sublease in material reliance upon the ability of Sublessor to draw upon the Letter of Credit upon the occurrence of any breach or default on the part of Subtenant under this Sublease. If Subtenant shall breach any provision of this Sublease or otherwise be in default hereunder, Sublessor may, but without obligation to do so, and without notice to Subtenant, draw upon such Deposit L/C the Letter of Credit, in part or in whole, to cure any breach or default of Subtenant and/or to compensate Sublessor for any and retain all damages of any kind or nature sustained or which Sublessor reasonably estimates that it will sustain resulting from Subtenant’s breach or default hereunder. The use, application or retention of the Letter of Credit, or any portion thereof, by Sublessor shall not prevent Sublessor from exercising any other right or remedy provided by this Sublease or by any applicable law, it being intended that Sublessor shall not first be required to proceed against the Letter of Credit, and shall not operate as a security deposit hereunder limitation on any recovery to which Sublessor may otherwise be entitled. Subtenant agrees not to interfere in any way with payment to Sublessor of the proceeds of the Letter of Credit, either prior to or following a “draw” by Sublessor of any portion of the Letter of Credit, regardless of whether any dispute exists between Subtenant and Sublessor as to Sublessor’s right to draw upon the Letter of Credit. No condition or term of this Sublease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Subtenant agrees and acknowledges that (a) the Letter of Credit constitutes a separate and independent contract between Sublessor and the Bank, (b) Subtenant is not a third party beneficiary of such contract, (c) the Letter of Credit and the proceeds thereof are solely the property of Sublessor and Subtenant shall have no right to require payment of any portion thereof except as provided in this Paragraph 25, and (d) in the event Subtenant becomes a debtor under any chapter of the U.S. Bankruptcy Code, neither Subtenant, any trustee, nor Subtenant’s bankruptcy estate shall have any right to restrict or limit Sublessor’s claim and/or rights to the Letter of Credit and/or the proceeds thereof by application of Section 502(b)(6) of the U.S. Bankruptcy Code or otherwise. Any reference herein to a default or breach shall mean the continuation of such event after the expiration of any applicable grace period. (e) Provided that, as of each “Reduction Date” set forth below, Subtenant has not previously been nor is Subtenant then in breach of or in default under this Sublease, beyond the expiration of any applicable grace period, and provided further that, on or prior to the applicable Reduction Date, Subtenant tenders to Sublessor a replacement Letter of Credit or a certificate of amendment to the existing Letter of Credit, conforming in all respects to the requirements of this Paragraph 25, in the amount so drawn. As used hereinof the applicable Letter of Credit Amount as of such Reduction Date, the term "Letter of Credit Amount shall be reduced in accordance with the following schedule: Third (3rd) anniversary of Second Phase Period Commencement Date $ 3,500,000 Sixth (6th) anniversary of Second Phase Period Commencement Date $ 2,250,000 Notwithstanding anything herein to the contrary and regardless of whether a Reduction Date has occurred, in the event that Subtenant breaches or otherwise defaults in its obligations under the Sublease (and such breach or default remains uncured at the expiration of any applicable grace period), the Letter of Credit Amount shall not be subject to any reduction whatsoever and shall be Four Million Eight Hundred Thousand Dollars ($4,800,000) for the balance of the Term of this Sublease.

Letter of Credit. Tenant has deposited(a) Concurrently with the execution of this Lease and the acquisition of the Premises by Lessor under the Purchase Agreement, Lessee shall deliver to Lessor, at Lessee's sole cost and expense, the Letter of Credit described below, and shall maintain on deposit complying with Landlord at all times during the requirement of Section 9.1(d) below, in the initial Term amount of this Lease, one or more unconditional, irrevocable letter(s[*] Dollars ([*]) of credit (each a the "Deposit L/CLC Face Amount") in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all === === of the Lessee's covenants and obligations to under this Lease. Lessee understands and agrees that neither the Letter of Credit nor any Letter of Credit Proceeds (as defined below) shall be paiddeemed an advance rent deposit or an advance payment of any other ------------------------ *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT 10.27 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. kind, performed and/or observed or a measure of Lessor's damages upon a default on the part of Tenant Lessee. Subject to Section 9.1(c) below, the Letter of Credit shall be maintained in effect from the date hereof through the date that is sixty (60) days after the Expiration Date (the "LC Termination Date"). On the LC Termination Date, Lessor shall return to Lessee the Letter of Credit and any Letter of Credit Proceeds then held by Lessor (other than those Letter of Credit Proceeds Lessor is entitled to retain under the terms of this Section 9.1(a)); provided, however, that in no event shall any such return be construed as an admission by Lessor that Lessee has performed all of its obligations hereunder. Lessor shall not be required to segregate the Letter of Credit Proceeds from its other funds and no interest shall accrue or be payable to Lessee with respect thereto. Lessor may (but shall not be required to) draw upon the Letter of Credit and use the proceeds therefrom (the "Letter of Credit Proceeds") or any portion thereof (i) to the extent necessary to (A) cure any Event of Default by Lessee under this Lease and to compensate Lessor for any loss or damage Lessor incurs as a result of such Event of Default, and (B) reimburse Lessor for the payment of any and all damages amount which Lessor may for which Tenant, shall any other purpose spend or be final required to spend by reason of an Event of Default on the part of Lessee, and (ii) for any act other purpose authorized by this Lease, it being understood that any such draw upon the Letter of Credit or omission contrary use of the Letter of Credit Proceeds shall not constitute a bar or defense to any of the provisions of Lessor's remedies under this Lease, at law or in equity. Each Deposit L/C In such event and upon written notice from Lessor to Lessee specifying the amount of the Letter of Credit Proceeds so utilized by Lessor and the particular purpose for which such amount was applied, Lessee shall promptly deliver to Lessor an amendment to the Letter of Credit or a replacement Letter of Credit in an amount equal to the LC Face Amount or Augmented LC Amount then required to be maintained hereunder. Lessee's failure to deliver such replacement Letter of Credit to Lessor within fifteen (15) days of Lessor's notice shall constitute an immediate Event of Default hereunder. In the event Lessor transfers its interest in this Lease, Lessor shall transfer the Letter of Credit and any Letter of Credit Proceeds then held by Lessor to Lessor's successor in interest, and thereafter Lessor shall have no further liability to Lessee with respect to such Letter of Credit or Letter of Credit Proceeds. EXHIBIT 10.27 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) Notwithstanding the terms of Section 9.1(a) above, Lessee shall be issued by a bank reasonably acceptable required to Landlord increase the LC Face Amount to [*] Dollars ($[*]) (the "Augmented LC === === Amount") on the terms and shall be substantially in conditions set forth below: (i) In the event that (A) Lessee does not complete an initial public offering of its equity securities (specifically excluding, however, any straight or convertible debt offering, any other form of debt or any securities that have a "put" feature exercisable by the letter holder thereof or any other characteristics of credit attached hereto debt, as reasonably determined by Lessor) pursuant to which Lessee actually raises minimum Net Proceeds of One Hundred Fifty Million Dollars ($150,000,000.00) (a "Qualifying IPO") on Exhibit D and made a part hereof. If any Deposit L/C provides that or before December 31, 2000 (the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year"Outside Initial IPO Date"), or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12B) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said during any thirty (30) day period during the period commencing on the Effective Date and ending on the earlier of the closing of the Qualified IPO or the Outside Initial IPO Date (the "Minimum Available Cash Period"), Lessee has less than Seventy Five Million Dollars ($75,000,000.00) in Available Cash, then Lessee shall increase the LC Face Amount to the Augmented LC Amount; and (ii) If Lessee completes a Qualifying IPO within the time period provided in subsection (i) above, but does not, on or before December 21, 2001 (the "Outside Secondary Offering Date"), (A) complete a secondary public or private offering of its equity securities (specifically excluding, however, any straight or convertible debt offering, any other form of debt or any securities that have a "put" feature exercisable by the holder thereof or any other characteristics of debt, as reasonably determined by Lessor) (a "Secondary Offering") pursuant to which Lessee actually raises minimum Net Proceeds which, combined with the actual Net Proceeds generated by the Qualifying IPO, total Three Hundred Million Dollars ($300,000,000.00) (a "Qualifying Secondary Offering"), and (B) commence actual physical construction of Qualifying Buildings on the Premises in full compliance with the terms and conditions of Exhibit C hereto, and provide to Lessor evidence of the availability of financing sufficient in the aggregate to pay the total costs of such construction (together with a contingency in an amount reasonably acceptable to Lessor) (collectively, the "Construction Costs"), then ------------------------ * *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT 10.27 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Lessee shall increase the LC Face Amount to the Augmented LC Amount; for purposes of the foregoing clause (B), Lessee shall be deemed to be a default under this Lease have commenced physical construction of the Qualifying Buildings only if Lessee has completed grading of the applicable sites, has poured the slabs for the foundations of the Buildings and Landlord mayhas demonstrated to Lessor's reasonable satisfaction that financing is in place sufficient to pay in full the Construction Costs of the Qualifying Buildings; (iii) If Lessee satisfies the condition set forth in clause (A) of subsection (ii) above but fails to commence actual physical construction of Qualifying Buildings in accordance with clause (B) of said subsection (ii) on or before the Outside Secondary Offering Date, then Lessee shall increase the LC Face Amount to the Augmented LC Amount as required herein; provided, however, that if Lessee's failure to commence such physical construction on or before the Outside Secondary Offering Date is due to Force Majeure Delays, and if, notwithstanding such Force Majeure Delays, Lessee actually commences physical construction of Qualifying Buildings on the Premises in full compliance with the terms and conditions of Exhibit C hereto on or before the earlier of (y) June 21, 2002, or (z) the expiration date of the first Discretionary Approval for the Qualifying Buildings to expire, and provided that no Event of Default or Potential Default is then occurring hereunder, Lessee shall have the right to reduce the Augmented LC Amount to the LC Face Amount. If an Event of Default or Potential Default is occurring hereunder at any the time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder Lessee seeks to reduce the amount of the Letter of Credit, then Lessee's right to so drawnreduce the Letter of Credit shall be suspended until the Event of Default or Potential Default has been fully cured or waived by Lessor in writing; and (iv) If Lessee (A) satisfies the conditions set forth in subsection 9.1(b)(ii) above within the time periods set forth therein, or (B) fails to commence actual physical construction of Qualifying Buildings in accordance with clause (B) of said subsection 9.1(b)(ii) on or before the Outside Secondary Offering Date due to Force Majeure Delays, but thereafter commences such construction on a timely basis pursuant to subsection (iii) above, and if, in either case, (1) construction of the Qualifying Buildings is not thereafter carried on diligently (excluding any Force Majeure Delays), or (2) Lessee fails to Substantially Complete the Qualifying Buildings within eighteen (18) months after the commencement of construction thereof, then Lessee shall increase the LC Face Amount to the Augmented LC Amount; provided, however, that if Lessee EXHIBIT 10.27 *CONFIDENTIAL TREATMENT REQUESTED. As used hereinCONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. fails to Substantially Complete the Qualifying Buildings within the aforesaid eighteen (18) month period due to Force Majeure Delays, then such period shall be extended on a day-for-day basis equal to the duration of such Force Majeure Delays. If Lessee is required to increase the LC Face Amount to the Augmented LC Amount pursuant to this Section 9.1(b), then Lessee shall deliver to Lessor an amendment to the Letter of Credit or a replacement Letter of Credit in an amount equal to the Augmented LC Amount and otherwise satisfying the requirements of this Section 9.1, said amendment or replacement Letter of Credit to be delivered to Lessor within ten (10) Business Days after (i) the occurrence of the event triggering the requirement for the increase in the LC Face Amount, if the increase is required as the result of the failure of Lessee to complete a Qualifying IPO or a Qualifying Secondary Offering on a timely basis in accordance with clauses (i)(A) and (ii)(A) of this Section 9.1(b) or to satisfy the requirement with respect to Available Cash set forth in clause (i)(B) of Section 9.1(b), or (ii) written notice from Lessor, if the increase is required as the result of the events described in clause (ii)(B) of Section 9.1(b) or clauses (iii)(A) or (B) of said Section 9.1(b). (c) Notwithstanding the terms of Sections 9.1(a) and 9.1(b) above, Lessee shall be entitled to reduce the then-current LC Face Amount or Augmented LC Amount, as applicable, from time to time as Lessee constructs Buildings on the Premises, all on the terms and subject to the conditions set forth in subsections (i) through (iii) below: (i) Concurrently with the commencement of construction of each Building on the Premises, Lessee shall have the right to reduce the then-current LC Face Amount or Augmented LC Amount, as applicable, by the applicable Reduction Amount for such Building. For purposes of this clause (i), the term "following terms shall have the meanings set forth below: EXHIBIT 10.27 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Letter of Credit. Tenant has depositedshall deliver to Landlord, and shall maintain on deposit with Landlord at all times during the initial Term upon Tenant’s execution of this Lease, one or more unconditional, irrevocable letter(s) a Letter of credit (each a "Deposit L/C") in the "Required Amount" Credit (as hereinafter defined)) in the amount specified in the Basic Lease Information, as security for the full and prompt payment, faithful performance and observance by Tenant of all the terms, covenants and conditions of this Lease. The Letter of Credit shall be in the form of a clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) issued by and drawable upon any commercial bank which is a member of the covenants New York Clearing House Association or other bank satisfactory to Landlord, trust company, national banking association or savings and obligations loan association with offices for banking purposes in the Washington, D.C. metropolitan area (or, if the issuing bank is Xxxxx Fargo, an office in New York City, Washington, D.C. or San Francisco, California) (the “Issuing Bank”), which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Xxxxx’x Investors Service and “AA” or better by Standard & Poor’s Rating Service, and has combined capital, surplus and undivided profits of not less than $2,000,000,000. The Letter of Credit shall (a) name Landlord as beneficiary, (b) have a term of not less than one year, (c) permit multiple drawings, (d) be paid, performed and/or observed on the part of Tenant under this Lease and for fully transferable by Landlord without the payment of any fees or charges by Landlord, and all damages for which Tenant(e) otherwise be in form and content satisfactory to Landlord. If upon any transfer of the Letter of Credit, any fees or charges shall be final by reason so imposed, then Landlord shall pay the first $250 of such fees and charges and Tenant shall pay any act additional fees or omission contrary to any charges imposed in connection with such transfer. The Letter of the provisions of this Lease. Each Deposit L/C Credit shall provide that it shall be issued by a bank reasonably acceptable to Landlord deemed ‘ automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term (and in no event shall be substantially in the form Letter of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date Credit expire prior to the 45th day following the Expiration Date) unless the Issuing Bank sends duplicate notices (the “Non-Renewal Notices ”) to Landlord by certified mail, return receipt requested (one of which shall be addressed “Attention, Chief Legal Officer” and the other of which shall be addressed “Attention, Chief Financial Officer”), not less than 45 days next preceding the then expiration date which is thirty (30) days after the expiration of the fourth (4th) Lease YearLetter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. The Issuing Bank shall agree with all drawers, or if endorsers and bona fide holders that drafts drawn under and in compliance with the issuing bank shall give written notice to Landlord that it terms of the Letter of Credit will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior be duly honored upon presentation to the date specified Issuing Bank at an office location in such Deposit L/C as being the date on which such drawable amount will cease to Washington, D.C. metropolitan area. The Letter of Credit shall be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior subject in all respects to the commencement International Standby Practices 1998, International Chamber of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnCommerce Publication No. As used herein, the term "500.

Letter of Credit. Provided Tenant has depositednot been in Default under this Lease, Tenant many notify Landlord that Tenant desires to change the form of the Security to a letter of credit, and provided that the letter of credit satisfies all of the terms and conditions of this Section 4.4.1, Landlord shall maintain accept it and return the cash Security to Tenant. Tenant may deliver to Landlord or Agent an irrevocable letter of credit (“L/C”) issued by a national U.S. banking institution (the “Issuer”) acceptable to Landlord, in its sole, but reasonable discretion, and in form and substance reasonably satisfactory to Landlord, in the amount set forth in Section [1.10] above (which shall, for the avoidance of doubt, also be referred to hereunder as the “Security”), representing security for the performance by Tenant of the covenants and obligations hereunder. Tenant specifically acknowledges and agrees that Landlord shall not be deemed to act unreasonably if Landlord refuses to accept an L/C issued by a financial institution that has been placed in receivership or declared insolvent by the FDIC, or has accepted any federal assistance from the Troubled Assets Relief Program or any similar or comparable program or legislation. In addition to any other items that Landlord may reasonably require, the L/C shall: (a) name Landlord as its beneficiary; (b) have an initial term of no less than one year; (c) automatically renew for one year periods unless the issuer provides Landlord with at least 60 days’ advance written notice that the L/C will not be renewed; (d) the L/C shall permit partial draws; (e) the sole and exclusive condition to any draw on deposit the L/C shall be that Landlord certifies to the issuer that either or both of the following is/are true: (i) Tenant is the debtor in a pending bankruptcy proceeding; and (ii) Tenant is not in compliance with Landlord at all times during any of the initial Term terms of this Lease; and (f) be transferable to Successor Landlords (defined below) on as many occasions as desired. In the event that: (w) the expiration date of any L/C occurs before the Expiration Date, one or more unconditional, irrevocable letter(s(x) of credit (each a "Deposit the issuer has advised Landlord that the issuer will not automatically renew the L/C"; (y) Tenant fails to deliver to Landlord at least forty-five (45) days prior to the expiration of such L/C either (A) an amendment thereto extending the expiration date of such L/C for not less than twelve (12) months, or (B) a new L/C, in form and substance in accordance with (a) through (f) above and otherwise satisfactory to Landlord (in its reasonable discretion) or (z) (1) the credit rating of the Issuer is down-graded (from its rating in effect on the date on which the L/C is initially issued) by a reputable rating agency such as Xxxxx’x or Standard & Poor’s; (2) Landlord advises Tenant that, as a result of the Issuer down-grade, Landlord desires Tenant to procure a new L/C from an Issuer reasonably acceptable to Landlord, which new L/C shall be in form and substance to satisfy the requirements of (a) through (f) above and otherwise satisfactory to Landlord (in its reasonable discretion); and (3) Tenant fails to deliver such new L/C satisfying the requirements set forth in clause (2) above within forty-five (45) days after Landlord’s request, then in any of the instances described in (w) through (z), Landlord may draw on the L/C then in Landlord’s possession, and thereafter (in addition to any other remedies available to Landlord under this Lease) apply the proceeds of such L/C in whatever manner or for whatever purpose Landlord reasonably deems appropriate in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by event that Tenant of fails to timely comply with any or all of the covenants and obligations to be paid, performed and/or observed imposed on the part of Tenant under this Lease Lease. In the event that, upon the occurrence of any of the instances described in (w) through (z), Tenant delivers to Landlord a new L/C that satisfies the requirements of this Section 4.4, then upon Landlord’s receipt of such new L/C, Landlord shall promptly release the original L/C to Tenant. If Tenant fails to comply with any or all of its covenants or obligations hereunder, Landlord or Agent may, upon three (3) days prior written notice to Tenant, draw on the L/C and for apply the payment proceeds in whatever manner Landlord deems appropriate, in addition to any and all other remedies available to Landlord under this Lease. In the event Landlord draws against the L/C, Tenant shall, upon demand, at Tenant’s option, immediately either (aa) deposit with Landlord or Agent a sum equal to amount drawn under the L/C or (bb) deliver to Landlord an additional L/C in an amount equal to the amount drawn. If Tenant fully and faithfully complies with all the covenants hereunder, the Security (or any balance thereof) together with Landlord’s written consent to the cancellation of any and all damages for which Tenant, outstanding L/Cs constituting part of the Security shall be final by reason of any act or omission contrary delivered to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is Tenant within thirty (30) days after the expiration last to occur of (1) the date the Term expires or terminates or (2) delivery to Landlord of possession of the fourth (4th) Lease YearPremises. Landlord may deliver the Security to any purchaser of Landlord’s interest in the Premises or any Successor Landlord, or if applicable, whereupon Landlord and Agent shall be discharged from any further liability with respect to the issuing bank Security. In the event that Landlord exercises its right under the preceding sentence, Tenant shall give written notice fully cooperate with Landlord, in all reasonable respects, to Landlord that it will not extend such Deposit cause the L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be availableassigned and conveyed to, or the then current expiry datereissued to, such purchaser or Successor Landlord, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period and Tenant shall be deemed to be a default under this Lease and Landlord may, at bear any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnexpenses incurred in connection therewith. As used herein, the term "5.

Letter of Credit. 22.1 Landlord and Tenant has depositedhereby agree that Section 1.10 and Article V of the Office Lease are hereby deleted in their entirety and any references in the Office Lease to the L-C or the Security Deposit shall refer to the L-C or Cash Security Deposit (as those terms are defined in this Second Amendment), as the context requires. Landlord and shall maintain on deposit with Tenant acknowledge that Landlord at all times during the initial Term of this Lease, one or more unconditional, irrevocable letter(s) is currently holding a letter of credit (each a "Deposit Irrevocable Standby Letter of Credit No. SVBSF005146), dated March 12, 2008, as amended, issued by Silicon Valley Bank in the current amount of Six Hundred Forty-Two Thousand Five Hundred Eighty-Eight and 80/100 Dollars ($642,588.80) (the “Existing L/-C"”). Landlord and Tenant further acknowledge Tenant shall deliver to Landlord, within seven (7) business days after Tenant’s execution of this Second Amendment, an unconditional, clean, irrevocable letter of credit (the “L-C”) in the "Required amount set forth in Section 22.3 below (the “L-C Amount" ”). Until the L-C is delivered, Landlord shall continue to hold the Existing L-C and the terms of this Section 22 shall apply as though the Existing L-C were the L-C hereunder; provided, however, Tenant’s failure to timely deliver the L-C (as hereinafter defined)in the form of either a new letter of credit or an amendment to the Existing L-C) shall constitute a breach by Tenant under the Lease, as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Leaseamended. Each Deposit The L/-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a local San Francisco/Bay Area office which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “Bank”), which Bank must have a short term Fitch Rating which is not less than “F1”, and a long term Fitch Rating which is not less than “A”(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional Rating Service or Xxxxx’x Professional Rating Service) (collectively, the “Bank’s Credit Rating Threshold”), and which L-C shall be substantially in the form of the letter of credit Exhibit E, attached hereto on Exhibit D or otherwise acceptable to Landlord in its sole and made a part hereofabsolute discretion. If any Deposit Landlord hereby agrees to accept the form of the Existing L/C provides that the amount drawable thereunder -C; provided that, as condition to such acceptance, within seven (7) business days after Tenant’s execution of this Second Amendment, Tenant shall cease deliver to be available on a date prior Landlord an amendment to the Existing L-C (x) extending the final expiration date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit Existing L/-C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified “L-C Expiration Date” as defined below (and in such Deposit case, the Existing L/-C as being held by Landlord under the date on which such drawable amount will cease to be available, or the then current expiry dateLease, as amended, shall constitute the case L-C), and (y) adding as alternative statements which may be, either furnish to be made by Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions in its certification under item 3 of the preceding sentence prior to Existing L-C the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "following: “OR

Letter of Credit. Tenant has depositedNotwithstanding anything to the contrary set forth in Paragraph 32 of the Lease: (a) At Tenant’s election, and shall maintain on in lieu of posting the security deposit with Landlord at all times during set forth in the initial Term of this Lease, one Tenant at any time simultaneously with, or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in following the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all execution of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which TenantLease, shall be final by reason deliver to Landlord an irrevocable letter of any act or omission contrary to any credit, payable in U.S. Dollars, running in favor of the provisions of this Lease. Each Deposit L/C shall be Landlord and issued by a bank reasonably acceptable to Landlord and shall be substantially insured by the Federal Deposit Insurance Corporation, in the form amount of the required security deposit. The letter of credit attached hereto on Exhibit D shall be irrevocable for the term of the Lease and made shall provide that it is automatically renewable for a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty period ending not earlier than sixty (3060) days after the expiration of the fourth (4th) Lease Year, or if term hereby demised without any action whatsoever on the part of Landlord; provided that the issuing bank shall give have the right not to renew said letter of credit on written notice to Landlord not less than sixty (60) days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not be renew said letter of credit shall not, in any event, diminish the obligation of Tenant to maintain such irrevocable letter of credit with Landlord through the date which is sixty (60) days after the expiration of the term hereby demised). (b) The form and terms of the letter of credit (and the bank issuing the same) shall be acceptable to Landlord and shall provide, among other things, in effect that: (i) Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the letter of credit upon the presentation to the issuing bank of Landlord’s (or Landlord’s then managing agent’s) statement that such amount is due to Landlord under the terms and conditions of the Lease, it being understood that if Landlord or its managing agent be a corporation, partnership or other entity, such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity). (ii) The letter of credit will be honored by the issuing bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such statement. (iii) In the event of a transfer of Landlord’s interest in the Building, Landlord shall have the right to transfer the letter of credit to the transferee and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefore, and it is agreed that the provisions thereof shall apply to every transfer or assignment of said letter of credit to a new Landlord. (c) If, as a result of any such application of all or any part of such security, the amount secured by the letter of credit shall be less than the required security deposit. Tenant shall forthwith provide Landlord with additional letter(s) of credit in an amount equal to the deficiency. (d) Tenant further covenants that it will not extend assign or encumber said letter of credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such Deposit L/C for an additional twelve assignment, encumbrance, attempted assignment or attempted encumbrance. (12e) months beyond Without limiting the then current expiry dategenerality of the foregoing, if the letter of credit expires earlier than sixty (60) days after the expiration of the term of this Lease, or the issuing bank notifies Landlord that it shall not renew the letter of credit, Landlord will accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) days prior to the expiration thereof), irrevocable and automatically renewable as above provided to sixty (60) days after the end of the term of the Lease upon the same terms as the expiring letter of credit or such other terms as may be acceptable to Landlord. However, (i) if the letter of credit is not timely renewed or a substitute letter of credit is not timely received, (ii) or if Tenant shallfails to maintain the letter of credit in the amount and terms set forth in this Paragraph, Tenant, at least thirty (30) days prior to the date specified expiration of the letter of credit, or immediately upon its failure to comply with each and every term of this Paragraph, must deposit with Landlord cash security in such Deposit L/C as being the date on which such drawable amount will cease amounts required by, and to be availableheld subject to and in accordance with, all of the terms and conditions set forth in the Lease for security deposits, failing which Landlord may present such letter of credit to the bank, in accordance with the terms of this Paragraph, and the entire sum secured thereby shall be paid to Landlord, to be held by Landlord as provided in this Paragraph, and as provided in the Lease for security deposits. (f) Provided that no Event of Default shall have occurred and there is no existing circumstance which with the passage of time, or the then current expiry dategiving of notice or both, as would give rise to an Event of Default, the case may be, either furnish security deposit (whether posted in cash or in the form of a letter of credit) shall be reduced to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with $400,000 on the provisions first day of the preceding sentence prior to 40th month after the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Commencement Date.

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during Within fifteen (15) Business Days following the initial Term full execution of this Lease, one or more unconditional, irrevocable letter(sTenant shall deliver to Landlord a letter of credit as described in this Section 6.5. (a) The letter of credit (each “L-C”) shall be a "Deposit L/C") clean, unconditional irrevocable letter of credit in the "Required Amount" initial amount of One Million One Hundred Thousand Dollars (as hereinafter defined$1,100,000), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on delivered concurrently with the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions execution of this Lease. Each Deposit The L/-C shall be increased to Two Million Two Hundred Thousand Dollars ($2,200,000.00) within fifteen (15) Business Days after the date Landlord notifies Tenant that Landlord has obtained building permits and commenced construction of the Base Building Work, and by that date Tenant shall send a replacement or supplemental L-C to Landlord. Provided there is no outstanding Event of Default under this Lease, the L-C shall be reduced to one (1) month’s Base Rent (based on the initial Base Rent as determined upon certification of the actual Rentable Area of the Premises) on the fifth (5th) anniversary of the Commencement Date. The amount of the L-C from time to time is sometimes referred to in this Lease as the “L-C Amount”. (b) If there is an Event of Default by Tenant with respect to any provisions of this Lease (including but not limited to the payment of Rent); if Tenant files a petition in bankruptcy, insolvency, reorganization, dissolution or liquidation under any law; makes an assignment for the benefit of its creditors; consents to or acquiesces in the appointment of a receiver of itself or the Premises, or if a court of competent jurisdiction enters an order or judgment appointing a receiver of Tenant or the Premises; or if a court of competent jurisdiction enters an order or judgment approving a petition filed against Tenant under any bankruptcy, insolvency or liquidation law (collectively, an “L-C Event”), then in any such case Landlord may, without waiving any of Landlord’s other rights or remedies under this Lease, draw down the L-C Amount in whole or in part to remedy any failure by Tenant to pay any sums due under this Lease, to repair or maintain the Premises, to perform any other terms, covenants or conditions contained in this Lease, to compensate Landlord for any loss or damages which Landlord may suffer as a result thereof, including without limitation any lost rent to which Landlord is entitled in the event the Lease terminates or is rejected as a result of any of the foregoing, and the cost of reletting the Premises upon any termination of this Lease. Should Landlord so apply any portion of the L-C Amount, Tenant shall replenish the L-C to the original L-C Amount within fifteen (15) Business Days after written demand by Landlord. (c) The L-C shall be issued by a money-center bank (a solvent, nationally recognized bank with a long term rating of BBB, or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association, which accepts deposits, maintains accounts, has a local California office which will negotiate the L-C, and whose deposits are insured by the FDIC) reasonably approved by Landlord (the “Bank”) and shall be in a form that is reasonably acceptable to Landlord and in Landlord’s reasonable discretion. The Bank shall be substantially in a bank that accepts deposits, maintains accounts, has a local Santa Xxxxx County office that will negotiate the form L-C, or if no local office then the L-C shall provide for draws by Landlord upon delivery of the letter written draw request by courier or by fax (to be confirmed by telephone and with original to follow by overnight courier) and payment to be made by wire transfer to Landlord’s account as directed by Landlord upon receipt of credit attached hereto on Exhibit D and made a part hereofthe original or fax request. If any Deposit L/C provides Landlord notifies Tenant in writing that the amount drawable thereunder Bank that issued the L-C has become financially unacceptable in Landlord’s reasonable opinion, then Tenant shall cease to be available on a date prior to the date which is have thirty (30) days to provide Landlord with a substitute L-C complying with all of the requirements hereof and issued by a Bank reasonably approved by Landlord. If Tenant does not so provide Landlord with a substitute L-C within such time period, then Landlord shall have the right to draw upon the current L-C and shall hold the proceeds as provided in Section 6.5(f) below. Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining or extending the L-C. The L-C shall be available by draft at sight, subject only to receipt by the Bank of a statement from Landlord certifying that a matter allowing Landlord to draw upon the L-C Amount under the terms of this Lease has occurred. The L-C shall: (i) name Landlord as beneficiary; (ii) allow Landlord to make partial and multiple draws thereunder up to the face amount, as determined by Landlord in its sole discretion, upon an L-C Event by Tenant, or in the event Tenant fails to deliver a substitute L-C as provided in this paragraph; and (iii) provide that Landlord can freely transfer it in its entirety upon an assignment or other transfer of its interest in the Lease to the assignee or transferee, without charge to Landlord and without recourse, and without having to obtain the consent of Tenant or the Bank. If transfer fees are assessed as a result of any transfer of the L-C by Landlord, Tenant shall pay such fees. Tenant shall cooperate as required by Landlord and Bank to cause Bank to transfer the L-C to Landlord’s assignee or transferee within fifteen (15) Business Days after Landlord’s written request, subject to Landlord surrendering the original L-C if a replacement L-C will need to be obtained. The L-C shall by its terms expire not less than one (1) year from the date issued, and shall provide for automatic one (1) year extensions unless Landlord is notified in writing not less than ninety (90) days prior to such expiration from the Bank that the L-C will not be extended. In any event, unless Tenant deposits with Landlord a replacement L-C, said L-C shall be renewed by Tenant for successive periods of not less than one (1) year throughout the Term. The L-C shall be maintained in effect, whether through renewal or extension, for the period from the Commencement Date and continuing until the date that is one hundred twenty (120) days after the expiration Termination Date, and Tenant shall deliver a new L-C or certificate of the fourth (4th) Lease Year, renewal or if the issuing bank shall give written notice extension to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days before the expiration of the L-C then held by Landlord, without any action whatsoever on the part of Landlord. Tenant’s failure to so deliver, renew (including specifically but not limited to the delivery to Landlord of such renewal not less than thirty (30) days prior to expiration of the L-C) and maintain such L-C, shall entitle Landlord to fully draw the L-C. If any portion of the L-C is drawn upon and not held by Landlord as a cash security deposit as provided in Section 6.5(f) below, Tenant shall, within fifteen (15) Business Days after written demand therefor from Landlord, reinstate the L-C to the full L-C Amount, and Tenant’s failure to do so shall be an Event of Default. The L-C shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant. (d) Landlord and Tenant (i) acknowledge and agree that in no event or circumstance shall the L-C or any renewal thereof or substitute therefor be deemed to be or treated as a "security deposit" under any law applicable to security deposits in the commercial context, including, but not limited to, Section 1950.7 of the California Civil Code, as such Section now exists or as it may be hereafter amended or succeeded (the “Security Deposit Laws”), (ii) acknowledge and agree that the L-C (including any renewal thereof or substitute therefor) is not intended to serve as a security deposit, and the Security Deposit Laws shall have no applicability or relevancy thereto, and (iii) waive any and all rights, duties and obligations that any such party may now, or in the future will, have relating to or arising from the Security Deposit Laws. Tenant hereby irrevocably waives and relinquishes the provisions of Section 1950.7 of the California Civil Code and any successor statute, and all other provisions of law, now or hereafter in effect, which (A) establish the time frame by which a landlord must refund a security deposit under a lease, and/or (B) provide that a landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by a tenant or to clean the premises, it being agreed that Landlord may, in addition, claim those sums specified in this Section, and/or those sums reasonably necessary to (y) compensate Landlord for any loss or damage caused by Tenant's breach of this Lease, including any damages Landlord suffers following termination of this Lease, and/or (z) compensate Landlord for any and all damages arising out of, or incurred in connection with, the termination of this Lease, including, without limitation, those specifically identified in Section 1951.2 of the California Civil Code. (e) On the date specified that is ninety (90) days after the Termination Date, Landlord shall return the L-C to Tenant, and/or any cash L-C Amount that Landlord holds due to Landlord having drawn the L-C pursuant to this Section 6.5; provided that during such ninety (90) days Landlord has not determined that Tenant failed to surrender the Premises in such Deposit the condition required pursuant to this Lease and there has been an L/-C Event hereunder, in which case Landlord may deduct only those L-C proceeds the amounts that Landlord may deduct legally from a cash security deposit, as being modified herein. (f) In the date event at any time Landlord draws on which such drawable amount will cease the L-C, and to be availablethe extent any portion of the L-C Amount is not used by Landlord to cure a breach by Tenant, compensate for non-payment of Rent or the then current expiry datelike, the cash L-C Amount shall be delivered to Landlord, in which case Landlord shall hold the cash as a security deposit, but shall not be required to keep the case may becash L-C Amount separate from its general funds, either furnish and Tenant shall not be entitled to Landlord a renewal interest on the cash L-C Amount. If Tenant has fully complied with all of the terms, covenants and conditions of this Lease, the cash L-C Amount (less any amount applied to cleaning, repairing damage to the Premises caused by Tenant or extension of such Deposit L/C or a new Deposit L/C. Failure to comply otherwise applied in accordance with the provisions of this Lease) shall be returned to Tenant after the preceding sentence prior Termination Date and after delivery of possession of the Premises to Landlord in the commencement manner required by this Lease. In the event of said thirty (30) day period any Assignment of this Lease by Tenant, such Assignment shall be deemed to be a default include an assignment of Tenant’s rights to recover the L-C Amount, and Landlord’s agreement to return the L-C Amount shall run only to Tenant’s assignee and not to the original Tenant. Tenant hereby expressly waives the provisions of California Civil Code Section 1950.7 or under this Lease and Landlord mayany similar law, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "statute or ordinance now or hereafter in effect.

Letter of Credit. Tenant has deposited, shall deliver to Landlord within ten (10) business days after the mutual execution and shall maintain on deposit with Landlord at all times during the initial Term delivery of this Lease, one or more an unconditional, clean, irrevocable letter(s) letter of credit (each a "Deposit the “L/-C"”) in the "Required initial amount of [*****] (the “L-C Amount" (as hereinafter defined”), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/-C shall be issued by a money-center bank (a bank which accepts deposits, maintains accounts, has a local Palo Alto office which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord Landlord, with a short term Fitch Rating currency rating which is not less than “F2”, and a long term Fitch Rating currency rating which is not less than “BBB+” (an “Approved Bank”). The L-C shall be substantially in a form and content as set forth in Exhibit E attached hereto and incorporated by this reference herein. The L-C shall either provide that it does not expire until sixty (60) days following the form end of the letter Term or, if it is for less than the full Term of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder Lease, shall cease to be available on a date renewed by Tenant at least sixty (60) days prior to its expiration during the Term of the Lease and the final expiration date which is thirty shall not occur until sixty (3060) days after the expiration of the fourth Term of the Lease. Tenant shall pay all expenses, points and/or fees incurred in obtaining, renewing, amending, transferring or drawing upon the L-C. Tenant and Landlord (4tha) Lease Yearacknowledge and agree that in no event or circumstance shall the L-C or any renewal thereof or substitute therefor or any proceeds thereof be deemed to be or treated as a “security deposit” under any law applicable to security deposits in the commercial context, including, but not limited to, Section 1950.7 of the California Civil Code, as such Section now exists or as it may be hereafter amended or succeeded (the “Security Deposit Laws”), (b) acknowledge and agree that the L-C (including any renewal thereof or substitute therefor or any proceeds thereof) is not intended to serve as a security deposit, and the Security Deposit Laws shall have no applicability or relevancy thereto, and (c) waive any and all rights, duties and obligations that any such party may now, or in the future will, have relating to or arising from the Security Deposit Laws. Landlord shall have the immediate right to draw upon the L-C, in whole or in part, at any time and from time to time: (i) upon the occurrence of any facts or circumstances which would constitute a default by Tenant under this Lease, after the expiration of any and all applicable notice and cure periods set forth herein for such default, (ii) if Tenant files a voluntary petition, an involuntary petition is filed against Tenant by an entity other than Tenant, under any chapter of the issuing bank Federal Bankruptcy Code, or Tenant executes an assignment for the benefit of creditors, (iii) if Tenant fails to renew the L-C at least sixty (60) days before its expiration or (iv) if Tenant fails to transfer the L-C to Landlord’s successors or any lender holding a security instrument against the Property within ten (10) days following Landlord’s written request to do so. No condition or term of this Lease shall give written be deemed to render the L-C conditional, thereby justifying the issuer of the L-C in failing to honor a drawing upon such L-C in a timely manner. The L-C and its proceeds shall constitute Landlord’s sole and separate property (and not Tenant’s property or, in the event of a bankruptcy filing by or against Tenant, property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the L-C: (i) against any amounts payable by Tenant under this Lease that are not paid when due, after the expiration of any applicable notice and cure period; (ii) against all losses and damages that Landlord has suffered or may reasonably estimate that it will may suffer as a result of any default by Tenant under this Lease, including any damages arising under Section 1951.2 of the California Civil Code for rent due following termination of this Lease; (iii) against any costs incurred by Landlord in connection with this Lease (including attorneys’ fees); (iv) against any other amount that Landlord may spend or become obligated to spend by reason of Tenant’s default under this Lease but in no event in excess of amounts to which the Landlord would be entitled under the law and (v) against any amount for which Landlord could apply a security deposit in accordance with the Lease. Landlord may apply the proceeds of the L-C in any order Landlord shall elect, notwithstanding the numerical order of application contained in the immediately preceding sentence. The use, application or retention of the L-C, or any portion thereof, by Landlord shall not extend such Deposit (a) prevent Landlord from exercising any other right or remedy provided by this Lease or by law, it being intended that Landlord shall not first be required to proceed against the L/-C, nor (b) operate as a limitation on any recovery to which Landlord may otherwise be entitled. If any portion of the L-C for an additional twelve (12) months beyond the then current expiry dateis drawn upon, Tenant shall, at least thirty within five (305) days prior after written demand therefor, reinstate the L-C to the date specified in such Deposit L/C as being the date on which such drawable amount will cease then required under this Lease, and Tenant’s failure to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period do so shall be deemed to be a default under this Lease. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Property and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord mayshall have the right to transfer or assign the L-C to the transferee or mortgagee, at and in the event of such transfer, Tenant shall look solely to such transferee or mortgagee for the return of the L-C. The L-C shall not be mortgaged, assigned or encumbered in any time during said thirty manner whatsoever by Tenant without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion. Provided Tenant has performed all of its obligations under this Lease, Landlord agrees to return the L-C to Tenant within sixty (3060) day perioddays following the expiration of the Term, draw upon such Deposit L/C including any extensions thereto, and retain as a security deposit hereunder pay the amount so drawn. As used hereinof any proceeds of the L-C received by Landlord and not applied as allowed above; provided, however, that if, prior to the term "expiration of the Term, including any extensions thereto, a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors other than Landlord, under the Federal Bankruptcy Code, or Tenant executes an assignment for the benefit of creditors, then Landlord shall not be obligated to return the L-C or any proceeds of the L-C until all statutes of limitations for any preference avoidance statutes applicable to such bankruptcy or assignment for the benefit of creditors have elapsed or the bankruptcy court or assignee, whichever is applicable, has executed a binding release releasing the Landlord of any and all liability for preferential transfers relating to payments made under this Lease, and Landlord may retain and offset against any remaining L-C proceeds the full amount Landlord is required to pay to any third party on account of preferential transfers relating to this Lease.

Letter of Credit. Tenant has depositedSeller/Lessee shall deliver at the Closing a Letter of Credit, and from Silicon Valley Bank, payable to Purchaser/Lessor in the Amount of Five Hundred Thousand Dollars ($500,000.00). This Letter of Credit shall maintain be renewed annually for ten years. If said Letter of Credit is not renewed or other third party substitute security mutually agreed to between the parties delivered to Purchaser/Lessor (any such agreed to security being also referred to herein as a Letter of Credit), on deposit with Landlord at all times or before any of its termination dates during this ten-year period, this shall be an event of default by the Seller/Lessee and, in the event such failure to renew is the only default, the Letter of Credit may be drawn down by Purchaser/Lessor as provided for in the Master Lease. In the event of any other default of Seller/Lessee during the initial Term of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all first ten years of the covenants Master Lease with Purchaser/Lessor, this Letter of Credit may be drawn down by Purchaser/Lessor and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary retained without applying same to any other of Tenant’s obligations. The Letter of Credit will be reduced by fifty percent if mutually agreed to banking covenants are achieved and maintained for a period of 12 consecutive months. Thereafter, if such banking covenants have been maintained for another 18 consecutive months, Seller/Lessee shall have the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date right, after 30 days prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit LPurchaser/C for an additional twelve (12) months beyond Lessor, to release the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified Letter of Credit in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension its entirety. The Letter of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period Credit shall be deemed reinstituted if the agreed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "banking covenants are not being maintained in future years;

Letter of Credit. Tenant has deposited, and shall maintain on deposit Concurrently with Landlord at all times during the initial Term Sublessee's execution of this LeaseAmendment, one or more unconditional, Sublessee shall deliver to Sublessor and irrevocable letter(s) standby letter of credit (each a "Deposit L/CLetter of Credit") in the amount of One Hundred Forty-Seven Thousand Six Hundred and 00/100 Dollars ($147,600.00) (the " Commitment Fee Amount"Required Amount" ) which Letter of Credit shall (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall i) be issued by a bank financial institution reasonably acceptable to Landlord Sublessor, (ii) have a Standard and shall Poor's rating of "A-" or better, (iii) be substantially acceptable in the form and content to Sublessor, (iv) have an initial term of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional at least twelve (12) months beyond the then current expiry datemonths, Tenant shall, and be renewed at least thirty (30) days prior to expiration for additional period of twelve (12) months, and be renewed at least thirty (3) days prior to expiration for additional periods of twelve (12) months each until sixtieth (60/th/) day following the date specified Expiration Date, (iv) show Sublessor as beneficiary and Sublessee as account party, (v) be in the form and content of Exhibit "C" attached hereto, and (vi) contain such Deposit L/C additional terms and conditions as being the date on which such drawable amount will cease to may be availablereasonably required by any lender of Sublessor, or by the then current expiry dateissuing financial institution. The Letter of credit shall be held by Sublessor as security for the full and faithful performance by Sublessee of the terms, as covenants and conditions of the case may beSublease. Sublessee shall pay all expenses, either furnish points and/or fees incurred by Sublessee in obtaining Letter of Credit. Without limiting the rights of Sublessor under the Sublease, and subject to Landlord a renewal Sublessor's rights in the immediately following sentence, if Sublessee breaches or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the defaults under any provisions of the preceding sentence prior Sublease, including but not limited to the commencement payment of said minimum rent or other amounts payable by Sublessee under the Sublease, and such breach or default continues beyond the expiration of any applicable notice and cure period specifically provided for in the Sublease for such breach or default, then Sublessor may draw on all or the portion of such Letter of Credit determined by Sublessor in its reasonable discretion to be necessary, and use, apply or retain such drawn funds for the payment of any rent other sums in default or to compensate Sublessor for any other loss or damage which Sublessor may suffer by reason Sublessee's default, to compensate Sublessor for any loss or damage which Sublessor may suffer thereby, to reimburse Sublessor for costs incurred in connection with the Sublease (including, without limitation, costs incurred to improve the Subleased Premises, any improvement costs and any brokerage commissions and attorneys' fees), or as prepaid rent to be applied against Sublessee's rent and other payment obligations. The proceeds received from any draw shall constitute Sublessor's property, and not Sublessee's property or the property of the bankruptcy estate of Sublessee. If Sublessee (i) breaches or defaults under any provision of the Sublease more than once n any twelve (12) monthly period, including but not limited to the payment of rent, or (ii) fails to renew the Letter of Credit at least thirty (30) day period days prior to its expiration, then Sublessor, in its sole and absolute discretion, shall be entitled to draw upon the entire Commitment Fee Amount. The use, application or retention of the Letter of Credit, or any portion thereof, shall not prevent Sublessor from exercising any other rights or remedies provided under the Sublease, and shall not operate as a limitation on any recovery to which Sublessor may otherwise be entitled. Any amount of the Letter of Credit which is drawn upon by Sublessor shall be used, applied or retained by Sublessor to apply in payment of rent or to cure any other default. If Sublessor so uses or applies all or any portion of said drawn Letter of Credit Sublessee shall within five (5) business days after written demand therefore replace the original Letter of Credit with a new Letter of Credit in the same amount as the Commitment Fee Amount as of the sate the Letter of Credit was drawn upon by Sublessor, and in substantially the same form as the original Letter of Credit. Sublessor shall not be required to keep said Letter of Credit or any drawn funds thereunder separate from its general accounts. If Sublessee performs all of Sublessee's obligations under the Sublease, then within sixty (60) days following the expiration of the term of the Sublease, and after Sublessee has vacated the Subleased Premises and surrendered the same to Sublessor in accordance with the terms and conditions of the Sublease, the Letter of Credit shall be returned to Sublessee. No trust relationship is created herein between Sublessor and Sublessee with respect to the Letter of Credit. Sublessee acknowledges that Sublessor has the right to sell, transfer or mortgage its interest in the Subleased Premises and in the Sublease and Sublessee agrees that in the event of any such sale, transfer or mortgage, Sublessor shall have the right to transfer or assign the Letter of Credit to the transferee or mortgagee, and in the event of any such transfer or mortgage (i) Sublessee shall look solely to such transferee or mortgagee for the return of the Letter of Credit and (ii) Sublessee shall pay all transfer fees or charges imposed by the issuing banks as a result of such transfer. Sublessor and Sublessee acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor be deemed to be or treated or intended to serve as a default under this Lease and Landlord may, at any time during said thirty "security deposit" within the meaning of applicable state law. The parties hereto (30A) day period, draw upon such Deposit L/C and retain recite that the Letter of Credit is not intended to serve as a security deposit hereunder deposit, and any and all other laws, rules and regulations applicable to security deposits in the amount so drawn. As used hereincommercial context ("Security Deposit Laws") shall have no applicable or relevance thereto and (B) waive any and all rights, duties and obligations either party may now or, in the term "future, will have relating to or arising from the Security Deposit Laws.

Letter of Credit. Tenant has deposited, and shall maintain on deposit with delivered to Landlord at all times during the initial Term of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, faithful performance and observance by Tenant of all of the Tenant’s covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease a clean, irrevocable, transferable and unconditional letter of credit (the “Letter of Credit”) issued by and drawn upon a commercial bank reasonably approved by Landlord (the “Issuing Bank”), which Letter of Credit shall: (i) have a term of not less than one year, (ii) be in the form attached to this Lease as Exhibit G or in such other form reasonably acceptable to Landlord, (iii) be for the payment account of Landlord, (iv) be in the amount of $527,902.50 (the “Security Deposit”), (v) except as otherwise provided in this Section 29.01, conform and be subject to Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce, Publication No. 590, (vi) be fully transferable by Landlord without any and all damages for which Tenantfees or charges therefor, (vii) provide that Landlord shall be final by reason entitled to draw upon the Letter of any act or omission contrary Credit upon presentation of a sight draft only to any an office of the provisions Issuing Bank in the Borough of Manhattan (or outside the Borough of Manhattan in the Continental United States if the Letter of Credit permits such drafts to be presented and the Letter of Credit to be drawn on via nationally recognized overnight courier or facsimile transmission), (viii) provide that the Letter of Credit shall be deemed automatically renewed, without amendment, for consecutive periods of one year thereafter during the Term of this Lease. Each Deposit L/C , unless the Issuing Bank shall be issued by a bank reasonably acceptable send written notice (the “Non-Renewal Notice”) to Landlord and (a) by registered or certified mail, return receipt requested, or (b) by nationally recognized overnight courier service (such as Federal Express) with verification of delivery requested, in either case, not less than 45 days preceding the then expiration date of the Letter of Credit that the Issuing Bank elects not to renew such Letter of Credit, in which case Landlord shall be substantially have the right, by sight draft on an office of the Issuing Bank in the form Borough of Manhattan (or outside the Borough of Manhattan in the Continental United States if the Letter of Credit permits such drafts to be presented and the Letter of Credit to be drawn on via nationally recognized overnight courier or facsimile transmission), to receive the monies represented by the then existing Letter of Credit, and to hold such proceeds in a cash security deposit in accordance with this Article 29, and (ix) with respect to the Letter of Credit applicable to the last year of the letter Term, shall have an expiration date of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) not earlier than 60 days after the expiration Expiration Date. The Issuing Bank shall have combined capital, surplus and undivided profits of the fourth (4th) Lease Yearat least $1 billion, a financial strength rating of at least “B”, and a long-term bank deposit rating of at least “Aa”, as published by Xxxxx’x Investors Services, Inc., or if its successor (collectively, the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, “Issuing Bank Criteria”). If at any time during said thirty (30) day periodthe term, the Issuing Bank does not maintain the Issuing Bank Criteria, then Landlord may so notify Tenant and, unless Tenant delivers a replacement Letter of Credit from another commercial bank approved by Landlord meeting the Issuing Bank Criteria within 45 days after receipt of such notice, Landlord may draw upon such Deposit L/C the full amount of the Letter of Credit and retain hold the proceeds in a cash security deposit in accordance with this Article 29. If, at any time, Landlord is holding proceeds of the Letter of Credit as a cash security deposit hereunder Tenant shall, within 30 days after demand by Landlord, replace such cash security deposit with a Letter of Credit (it being understood and agreed that Landlord shall, at all times, be entitled to be holding a Letter of Credit in the full amount so drawn. As used herein, of the term "Security Deposit issued by a Bank satisfying the Issuing Bank Criteria).

Letter of Credit. Notwithstanding anything to the contrary contained in Section 23.1 above, in lieu of a cash security deposit, Tenant has depositedmay deliver to Landlord a clean, irrevocable, transferable and unconditional letter of credit (the “Letter of Credit”) issued by and drawn upon a commercial bank (hereinafter referred to as the “Issuing Bank”) which shall be a member bank of the New York Clearinghouse Association (or, in the alternative, which shall have offices for banking purposes in the Borough of Manhattan and shall have a net worth of not less than $10,000,000,000, with appropriate evidence thereof to be submitted by Tenant), which Letter of Credit shall: (i) have a term of not less than one year, (ii) be in the form of Exhibit F, (iii) be for the account of Landlord, (iv) be in the amount of the Security Deposit, (v) except as otherwise provided in this Section 23.5, conform and be subject to Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 400, (vi) be fully transferable by Landlord without any fees or charges payable by Landlord therefor, (vii) provide that Landlord shall be entitled to draw upon the Letter of Credit upon presentation to the Issuing Bank of a sight draft only, and (viii) provide that the Letter of Credit shall maintain on deposit with Landlord at all times be deemed automatically renewed, without amendment, for consecutive periods of one year each year thereafter during the initial Term of this Lease, one unless the Issuing Bank shall send notice (the “Non-Renewal Notice”) to Landlord by registered or more unconditionalcertified mail, irrevocable letter(sreturn receipt requested, or by reputable overnight courier with receipt acknowledged, not less than thirty (30) days next preceding the then expiration date of credit the Letter of Credit that the Issuing Bank elects not to renew such Letter of Credit, in which case Landlord shall have the right, by sight draft on the Issuing Bank, to receive the monies represented by the then existing Letter of Credit (each unless Tenant shall deliver to Landlord, at least twenty (20) days prior to the date on which the existing Letter of Credit is set to expire, time being of the essence, a "Deposit L/C") in replacement Letter of Credit that shall strictly comply with all of the "Required Amount" (as hereinafter definedprovisions of this Section 23.5 or a cash Security Deposit), and to hold and/or disburse such proceeds pursuant to the terms of this Section 23 as cash security. Tenant acknowledges and agrees that the Letter of Credit shall be delivered to Landlord as security for the full and prompt payment, faithful performance and observance by Tenant of all of the covenants covenants, agreements, terms, provisions and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions conditions of this Lease, and that Landlord shall have the right to draw upon the entire Letter of Credit in any instance in which Landlord would have the right to use, apply or retain the whole or any part of any cash security deposited with Landlord pursuant to this Section 23. Each Deposit L/C In the event that Tenant shall be issued by a bank reasonably acceptable elect to Landlord and shall be substantially furnish the Letter of Credit in the form lieu of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior cash security, all references to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified “Security Deposit” in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period this Article 23 shall be deemed to refer to the Letter of Credit, or any proceeds thereof as may be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw drawn upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "by Landlord.

Letter of Credit. (1) Tenant has depositeddeposited with Owner, at the time of the execution and shall maintain on deposit with Landlord at all times during the initial Term delivery of this Lease, one or more an unconditional, irrevocable letter(s) letter of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord Owner (referred to as the "Bank"), in favor of Owner, in the sum of ONE HUNDRED SEVENTY-ONE THOUSAND NINE HUNDRED FORTY-FIVE and 00/100 ($171,945.00) DOLLARS (referred to as the "Security Amount") in funds available immediately or same day funds in the City of New York, as security for the faithful observance and performance by Tenant of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed. Such letter of credit is (x) for a term of not less than one (1) year which term shall be substantially in automatically renewed for successive one (1) year terms, unless the form Bank gives not less than ninety (90) days prior written notice that it will not so renew the letter of credit for such successive term and the last term of the letter of credit attached hereto on shall end not less than sixty (60) days after the Expiration Date and (y) in substantially the same form as Exhibit D and made 2 or in a part hereofform reasonably acceptable to Owner, provided the same shall satisfy the requirements of this Article 35. If any Deposit L/C provides that such letter of credit is not automatically renewed as aforesaid, Tenant agrees to cause the amount drawable thereunder shall cease Bank to be available on a date renew such letter of credit, from time to time, during the Demised Term, at least sixty (60) days prior to the date which is expiration of said letter of credit or any renewal or replacement, upon the same terms and conditions. In the event of any transfer of said letter of credit pursuant to Section 35.05, and notice of such transfer to Tenant, Tenant, within thirty (30) days after thereafter, shall cause a new letter of credit or an amendment to the expiration existing letter of credit to be issued by said Bank to the fourth (4th) Lease Yeartransferee, upon the same terms and conditions, in replacement of, or if amending, the issuing bank shall give written notice to Landlord that letter of credit so transferred and Owner agrees that, in the event a new letter of credit is so issued, simultaneously with the delivery of such new letter of credit, it will not extend such Deposit L/C for an additional twelve (12) months beyond return to said Bank the then current expiry dateletter of credit being replaced. The letter of credit deposited hereunder, Tenant shalland all renewals and replacements, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be availableare referred to, or the then current expiry datecollectively, as the case may be, either furnish to Landlord a renewal or extension "Letter of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions Credit". In amplification and not in limitation of the preceding sentence prior to foregoing, the commencement Letter of said thirty Credit shall expressly provide that (30i) day period the Letter of Credit can be drawn down by presentation of a sight draft only without any other documents or statements, (ii) partial drawings are allowed and (iii) the Letter of Credit shall be deemed to be a default under this Lease transferable by Owner, as beneficiary thereof, without restriction or limitation and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "with all fees paid by Tenant.

Letter of Credit. (a) To secure the full and faithful performance by Tenant has depositedof all the terms, provisions, conditions, covenants and shall maintain obligations (including, without limitation, the payment of Rent) on deposit Tenant’s part to be performed hereunder, Tenant, simultaneously with Landlord at all times during the initial Term execution of this Lease, one or more shall deliver to Landlord an unconditional, clean, irrevocable letter(s) letter of credit, payable on sight, in form attached hereto as Schedule E, in the amount of Five Million Ninety Thousand Four Hundred Dollars ($5,090,400.00), and otherwise satisfying the criteria of this Section (each letter of credit that Tenant is required to deliver pursuant to this Section 4, a “Letter of Credit”). (each a "Deposit L/C"b) in the "Required Amount" Each Letter of Credit shall (as hereinafter defined), as security 1) be for the full and prompt paymentbenefit of Landlord, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall (2) be issued by a bank reasonably that is a member of the New York Clearing House Association (or that is otherwise acceptable to Landlord Landlord), (3) intentionally omitted, (4) by its express terms, be drawable upon at a bank branch in New York City, by presentation only of a sight draft, (5) provide for the automatic extension of such Letter of Credit for additional periods of one year from the initial and shall be substantially in each future expiration date thereof (the form last such extension to provide for the continuance of the letter such Letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C Credit for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days beyond the then scheduled Expiration Date), unless the bank issuing same gives Landlord written notice by certified mail, return receipt requested, of its intention not to renew such Letter of Credit not less than 45 days prior to the initial or any future expiration date specified of such Letter of Credit, (6) be transferable by Landlord to any transferee of Landlord’s interest in the Premises, without cost to Landlord, and (7) otherwise be reasonably acceptable in form and substance to Landlord. If Landlord shall transfer its interest in the Premises, Tenant shall, at the request of the transferor or transferee, replace or amend each Letter of Credit within ten (10) days following such Deposit L/C request, so that the transferee is named as the beneficiary. Any transfer fee or charge imposed by the bank issuing the Letter of Credit in connection with a transfer described in the immediately preceding sentence shall be borne by Landlord at Landlord’s sole cost and expense. For each year that the Letter of Credit is outstanding, Landlord, within 30 days after demand, shall reimubrse Tenant for up to $25,000 of the aggregate annual costs incurred by Tenant to maintain the Letter of Credit (which amount shall be equitably prorated or adjusted for any partial year, to the extent that the fee imposed by the issuer of the Letter of Credit for such partial year is prorated or adjusted). (c) If Tenant defaults in any of its monetary obligations under this Lease (including its obligation to pay Base Rent or additional rent) or if an Event of Default otherwise occurs, then Landlord may (i) draw down on any Letter of Credit and (ii) use, apply or retain the whole or any part of the proceeds of such draw for the payment of any Base Rent or additional rent or any other sum as to which Tenant is in default under this Lease or for any damages incurred by Landlord as a result of such default (including, but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord). Notwithstanding the foregoing, nothing in this Section 4(c) shall entitle Landlord to draw down on any Letter of Credit in excess of the aggregate amount to which Landlord is entitled under or in connection with this Lease (whether hereunder, at law or in equity). Tenant waives any right to enjoin (and agrees not to seek to enjoin) a drawing on any Letter of Credit. (d) If (1) Landlord transfers (or intends to transfer) its right, title and interest under this Lease to a third party, the bank issuing any Letter of Credit fails to consent to the transfer of such Letter of Credit to such third party and Tenant fails to deliver to the transferee a new Letter of Credit (satisfying all of the requirements of this Section 4), and such failure continues for twenty (20) days after Tenant receives Landlord’s written notice thereof, or (2) notice is given by the bank issuing any Letter of Credit that it does not intend to renew the same and a replacement Letter of Credit (satisfying all of the criteria in this Section 4 and in the same amount as the Letter of Credit being replaced) is not delivered to Landlord within ten days after such notice is given (it being understood that this clause (2) shall not apply if, notwithstanding such non-renewal, such Letter of Credit will remain in effect until at least the date that is 30 days after the then scheduled Expiration Date), or (3) at any time any Letter of Credit is otherwise scheduled to expire in less than thirty (30) days (and a replacement thereof, satisfying all of the criteria in this Section 4, has not been delivered to Landlord at such time), then, in any such event, Landlord may (i) draw on which the applicable Letter of Credit, (ii) hold the proceeds thereof as security for the full and faithful performance by Tenant of all of its covenants, conditions and agreements in this Lease (including the payment of Rent), and (iii) apply such drawable proceeds in the manner described in the immediately preceding subparagraph of this Section 4. If (x) Landlord draws on a Letter of Credit pursuant to the immediately preceding sentence, and (y) Tenant, subsequent to such draw, furnishes to Landlord a Letter of Credit (satisfying all of the requirements of this Section 4) in the amount will cease of such draw, then Landlord shall return to Tenant the proceeds of such draw (to the extent not theretofore applied, or then entitled to be availableapplied, by Landlord). (e) If at any time (i) Landlord uses, applies or retains the whole or any part of the proceeds of any Letter of Credit furnished to Landlord pursuant to this Section 4, or (ii) any Letter of Credit furnished to Landlord pursuant to this Section 4 expires, then, in either such event, Tenant shall immediately deposit with Landlord one or more further Letters of Credit (meeting all of the then current expiry daterequirements of this Section 4) equal to the amount so used, applied or retained as aforesaid (and/or in the amount of the Letter of Credit that so expired, as the case may be), either furnish so that at all times during the term hereof Landlord shall have in its possession one or more Letters of Credit (meeting all of the requirements of this Section 4) that in the aggregate are equal to Five Million Ninety Thousand Four Hundred Dollars ($5,090,400.00) (and if Tenant fails to make any such deposit, then Landlord shall have the same rights and remedies against Tenant as for the nonpayment of Base Rent). (f) If a transfer of Landlord’s interests hereunder occurs, then Landlord may transfer each Letter of Credit to the transferee, and Landlord shall thereupon be released by Tenant from all liability for the return of such Letter of Credit, provided that such transferee shall assume such obligation. (g) Tenant shall not assign or encumber or attempt to assign or encumber any Letter of Credit (or any proceeds thereof), and Landlord shall not be bound by any such assignment, encumbrance or attempted assignment or encumbrance. Landlord may pledge and/or deposit any Letter of Credit to or with a Mortgagee or Underlying Lessor. (h) If Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, then each unapplied Letter of Credit furnished to Landlord a renewal or extension pursuant to the above provisions of this Section 4 (and any unapplied proceeds from the draw of any such Deposit L/C or a new Deposit L/C. Failure Letter of Credit) shall be returned to comply Tenant within fifteen (15) days after the later to occur of (i) the Expiration Date and (ii) the delivery of possession of the entire Premises to Landlord in the condition and in accordance with the provisions of this Lease. (i) Notwithstanding the preceding sentence foregoing, if: (1) One of the following occurs: (I) (A) Tenant retires the Convertible Notes (as defined below) and does not within six months thereafter issue any new debt or equity (other than the Refinance Instrument (as defined below)) that shall under any circumstance mature, be callable, or otherwise payable, with or without the happening of any event(s) (except for the failure to make a scheduled interest or principal payment thereunder or the permitted exercise of conversion rights by Tenant) prior to the commencement of said thirty May 15, 2010 (30) day period i.e., there shall be deemed no provision therein (except for the failure to make a scheduled interest or principal payment thereunder or the permitted exercise of conversion rights by Tenant) that could result in any principal becoming due thereunder) (debt or equity meeting the foregoing test, “Complying Security”); and (B) in the event the Convertible Notes (or any portion thereof) are refinanced or replaced with new debt or equity (the documents and instruments evidencing such debt or equity, collectively, the “Refinance Instrument”) and such Refinance Instrument shall be a default under this Lease Complying Security; or (II) with respect to any then outstanding Convertible Notes, Tenant maintains on its balance sheet for two consecutive fiscal quarters a Qualifying Amount (as defined below) in an amount equal to or greater than two hundred percent (200%) of the principal amount of any and Landlord mayall then outstanding Convertible Notes. “Qualifying Amount” shall mean the sum of (i) cash and cash equivalents; plus (ii) short term investments; plus (iii) accounts receivable (net of a commercially reasonable allowance, at consistent with Tenant’s past practice and “GAAP”, for uncollectibility); minus (iv) accounts payable; minus (v) an amount equal to the principal balance of any time during said thirty (30) day period, draw upon such Deposit L/C and retain as debt or equity issued after the date hereof which is not a security deposit hereunder the amount so drawn. As used herein, the term "Complying Security; or

Letter of Credit. (1) Tenant has deposited, and shall maintain on deposit with Landlord Owner, at all times during the initial Term time of the execution and delivery of this Lease, one or more an unconditional, irrevocable letter(s) letter of credit issued by Royal Bank of Canada (each a "Deposit L/C"referred to as the “Bank”), in favor of Owner, in the sum of FIVE HUNDRED THIRTY-TWO THOUSAND TWO HUNDRED NINETY and 00/100 DOLLARS ($532,290.00) (referred to as the “Security Amount”) in funds available immediately or same day funds in the "Required Amount" (as hereinafter defined)City of New York, as security for the full faithful observance and prompt payment, performance and observance by Tenant of all of the terms, covenants and obligations conditions of this Lease on Tenant’s part to be paid, performed and/or observed on the part and performed. Such letter of Tenant under this Lease and credit is (x) for the payment a term of any and all damages for not less than one (1) year which Tenant, term shall be final by reason automatically renewed for successive one (1) year terms, unless the Bank gives not less than ninety (90) days prior written notice that it will not so renew the letter of any act or omission contrary to any of credit for such successive term and the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form last term of the letter of credit attached hereto on shall end not less than sixty (60) days after the Expiration Date and (y) in substantially the same form as Exhibit D and made a part hereof3. If any Deposit L/C provides that such letter of credit is not automatically renewed as aforesaid, Tenant agrees to cause the amount drawable thereunder shall cease Bank to be available on a date renew such letter of credit, from time to time, during the Demised Term, at least ninety (90) days prior to the date which is expiration of said letter of credit or any renewal or replacement, upon the same terms and conditions. In the event of any transfer of said letter of credit pursuant to Section 35.05, and notice of such transfer to Tenant, Tenant, within thirty (30) days after thereafter, shall cause a new letter of credit to be issued by said Bank to the expiration transferee, upon the same terms and conditions, in replacement of the fourth (4th) Lease Yearletter of credit so transferred and Owner agrees that, or if simultaneously with the issuing bank shall give written notice to Landlord that delivery of such new letter of credit, it will not extend such Deposit L/C for an additional twelve (12) months beyond return to said Bank the then current expiry dateletter of credit being replaced. The letter of credit deposited hereunder, Tenant shalland all renewals and replacements, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be availableare referred to, or the then current expiry datecollectively, as the case may be, either furnish to Landlord a renewal or extension “Letter of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions Credit”. In amplification and not in limitation of the preceding sentence prior to foregoing, the commencement Letter of said thirty Credit shall expressly provide that (30i) day period the Letter of Credit can be drawn down by presentation of a sight draft only without any other documents or statements, (ii) partial drawings are allowed and (iii) the Letter of Credit shall be deemed to be a default under this Lease transferable by Owner, as beneficiary thereof, without restriction or limitation and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnwith all fees paid by Tenant. As used herein, the term "

Letter of Credit. Tenant has deposited, and shall maintain on deposit Simultaneously with Tenant's delivery to Landlord at all times during the initial Term of this Lease, one or more unconditionalthe first month's Base Rent and Security Deposit in accordance with the provisions of Section 3 above, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined)Tenant shall &liver to Landlord, as security collateral for the full and prompt payment, faithful performance and observance by Tenant of all of the covenants its obligations under this lease and obligations to be paid, performed and/or observed on the part for all losses and damages Landlord may suffer as a result of any default by Tenant under this Lease beyond applicable notice and for cure periods, an irrevocable and unconditional negotiable letter of credit, in the payment form and containing the terms required herein, payable in the City of any and all damages for which TenantSunnyvale, shall be final by reason California, running in favor of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be Landlord issued by a solvent bank reasonably acceptable under the supervision of the Superintendent of Banks of the State of California, or a National Banking Association (the "Issuer"), in the amount of Two Million Two Hundred Seventy-four Thousand Three Hundred Dollars ($2,274,300), (the "Letter of Credit"). The Letter of Credit shall be (a) at sight, irrevocable and unconditional, (b) maintained in effect, whether through replacement, renewal or extension, until the earlier of one (1) month after the Term or until such time as Tenant achieves two (2) consecutive years of profitability as reported in Tenant's audited 10K filings while maintaining a minimum liquidity ("Minimum Liquidity") of Five Million Dollars ($5,000,000) with Minimum Liquidity calculated as unrestricted cash plus fifty percent (50%) of accounts receivable (the "Letter of Credit Expiration Date") and Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified expiration of the Letter of Credit (until the Letter of Credit Expiration Date), without any action whatsoever on the part of Landlord, (c) subject to the Uniform Customs and Practices for Documentary Credits (1993- Rev) International Chamber of Commerce Publication 11500, (d) acceptable to Landlord in its reasonable discretion, and (e) fully assignable by Landlord by amendment thereto in accordance with customary letter of credit practice and shall permit partial draws. In addition to the foregoing, the form and terms of the Letter of Credit (and the bank issuing the same) shall be acceptable to Landlord, in Landlord's reasonable discretion, and shall provide, among other things, in effect that: (1) Landlord, or its then managing agent, shall have the right to draw down an amount up to the fact amount of the Letter of Credit (but only to the extent Landlord deems necessary to cover any losses and damages Landlord has suffered as a result of such Deposit L/C as being default by Tenant beyond applicable notice and cure periods) upon the date on which presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) statement certifying that such drawable (A) amount will cease to be availabledrawn on the Letter of Credit is the amount due Landlord as a result of Tenant's default beyond applicable notice and cure periods, it being understood that if Landlord or its managing agent be a limited liability company, corporation, partnership or other entity, then such statement shall be signed by a managing member (if a limited liability company), an officer (if a corporation), a general partner (if a partnership), or the then current expiry dateany authorized party (if another entity), as the case may be, either furnish to Landlord a renewal or extension and (B) an event of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default has occurred under this Lease and, all applicable notice and cure periods have elapsed; (2) the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such statement; and (3) in the event of a transfer of Landlord's interest in the Premises, Landlord shall transfer the Letter of Credit, in whole or in part (or cause at Tenant's expense a substitute letter of credit to be delivered, as applicable), to the transferee and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to a new Landlord. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the Letter of Credit upon the occurrence of any default on the part of Tenant hereunder which continues beyond any applicable notice and cure periods. Tenant further acknowledges and agrees that if Landlord cannot draw upon the Letter of Credit within the times and in the manner as anticipated by Landlord herein, Landlord shall suffer irreparable damage, harm and injury. From the to time during the Term of this Lease, including, but not limited to, the event whereby Tenant meets certain financial condition criterion as set forth in this Section 37, it is anticipated by the parties that the Letter of Credit will need to be amended, modified and, possibly reissued. Landlord and Tenant hereby covenant and agree to cooperate with one another to promptly effectuate any such amendments, modifications and new issuances, including without limitation, executing and submitting to the Issuer any and all documents or instruments as may be reasonably required to effectuate same. Each and every time during the Term of this Lease there is a change in the identity or address of the parties, including without limitation, any change in the identity of Landlord due to the sale, transfer or other conveyance by Landlord of its rights and interests in, to and under this Lease to any other party, person or entity, the Letter of Credit shall immediately be amended or reissued to reflect such changes and the parties hereby agree to execute and submit to the Issuer such further applications, documents and instruments as may be necessary to effectuate same. It is the intention of the parties that each and every successor and assign of both Landlord and Tenant be bound by and subject to the terms and provisions of this Section 37. Landlord may, at any time during said and without notice to Tenant and without first obtaining Tenant's consent thereto, assign all or any portion of its interest in and to the Letter of Credit to another party, person or entity, regardless of whether or not such assignment is separate from or as a part of the assignment by Landlord of its rights and interests in and to this Lease. If, as a result of any such application of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than Two Million Two Hundred Seventy-four Thousand Three Hundred Dollars ($2,274,300), Tenant shall within five (5) business days thereafter provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total amount of Two Million Two Hundred Seventy-four Thousand Three Hundred Dollars ($2,274,300) and each such additional (or replacement) letter of credit shall comply with all of the provisions of this Section 37, and if Tenant fails to do so, notwithstanding anything to the contrary contained in Section 19 hereof, the same shall constitute an incurable default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the Letter of Credit Expiration Date, Landlord will accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not later than thirty (30) day perioddays prior to the expiration thereof), which shall be irrevocable and automatically renewable as above provided through the Letter of Credit Expiration Date upon the same terms as the expiring letter of credit or such other terms as may be acceptable to Landlord in its reasonable discretion. However, if the Letter of Credit is not timely renewed or a substitute letter of credit is not timely received, or if Tenant fails to maintain the Letter of Credit in the mount and terms set forth in this Section 37, Landlord shall have the right to present such Letter of Credit to the bank in accordance with the terms of this Section 37, and the entire sum evidenced thereby shall be paid to and held by Landlord as collateral for performance of all of Tenant's obligations under this Lease and for all losses and damages Landlord may suffer as a result of any default by Tenant under this Least beyond applicable notice and cure periods; provided, in the event of such draw upon the Letter of Credit, Tenant may thereafter provide a replacement letter of credit in the amount and on the terms set forth in this Section 37 and Landlord shall promptly thereafter reimburse Tenant the amount of said draw. If there shall occur a default under this Lease beyond applicable notice and cure periods as set forth in Section 19 of this Lease, Landlord may, but without obligation to do so, draw upon the Letter of Credit, in part or in whole, but only to the extent Landlord deems necessary to cure any default of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which may be sustained by Landlord resulting from Tenant's default beyond applicable notice and cure periods. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, either prior to or following a "draw" by Landlord of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to Landlord's right to draw from the Letter of Credit. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Deposit L/C Letter of Credit in a timely manner. Landlord and retain Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor be (i) deemed to be or treated as a "security deposit" within the meaning of California Civil Code Section 1950.7 (as supplemented, amended, replaced and substituted from time to time), (ii) subject to the terms of such Section 1950.7 (as supplemented, amended, replaced and substituted from time to time), or (iii) intended to serve as a "security deposit" within the meaning of such Section 1950.7 (as supplemented, amended, replaced and substituted from time to time). The parties hereto recite that, with respect to the Letter of Credit, (x) the Letter of Credit is not intended to serve as a security deposit hereunder and such Section 1950.7 (as supplemented, amended, replaced and substituted from time to time) and any and all other laws, rules and regulations applicable to security deposits in the amount so drawncommercial context ("Security Deposit Laws") shall have no applicability or relevancy to the Letter of Credit and (y) Tenant waives any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. As used hereinNotwithstanding anything to the contrary in this Section 37, the term face amount of the Letter of Credit shall be reduced as follows: if at any time following the fourth (4/th/) year of the Term of this Lease, Tenants' net worth as reported in Tenant's 1OK filing with the SEC for any fiscal year commencing after said fourth (4/th/) year of the Term of this Lease (for purposes hereof, net worth shall be calculated as follows: total assets minus total liabilities and excluding inter company or affiliate liabilities and notes or accounts receivable) is at least Two Hundred Million Dollars ($200,000,000) (the "Minimum Net Worth"), then the face amount of the Letter of Credit shall decline to One Million One Hundred Thirty Seven Thousand One Hundred Fifty Dollars ($1,137,150) (the "Initial Reduction"). Furthermore, if Tenant maintains the Minimum Net Worth for two (2) consecutive fiscal years after the Initial Reduction, as reported in Tenant's 10K filing with the SEC, the Letter of Credit shall expire.

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term (a) Upon execution of this Lease, one or more Tenant shall deliver to Landlord an unconditional, irrevocable letter(s) irrevocable, transferable and negotiable standby letter of credit (each a the "Deposit L/C") in the an amount equal to $161,313.00 ("Required Face Amount" (as hereinafter defined"), issued by a bank or trust company ("Issuer") and in form and content acceptable to Landlord, in its sole and absolute discretion, as additional security for the full and prompt payment, performance and observance by Tenant of all of the covenants and Tenant's obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit An L/C in the form attached hereto as Exhibit E is hereby approved by Landlord. The L/C shall name Landlord as --------- beneficiary thereunder and provide that draws, including partial draws, at Landlord's election, will be issued by honored upon the delivery to the Issuer of a bank reasonably acceptable certificate signed by. Landlord, or its authorized agent, that Tenant has failed to Landlord and shall be substantially in perform its obligations under the form of the letter of credit attached hereto on Exhibit D and made a part hereofLease. If any Deposit The L/C provides shall also provide that it will be automatically extended upon each renewal date unless the amount drawable thereunder shall cease Issuer thereof delivers to be available on a date Landlord, no later than forty-five (45) days prior to the stated expiration date which is thirty (30) days after the expiration of the fourth (4th) Lease YearL/C, or if the issuing bank shall give written notice of Issuer's intent not to Landlord that it will not extend such Deposit or renew the L/C for an additional twelve (12) months beyond C. During any period that Tenant is required to maintain the then current expiry dateL/C, Tenant shall, at least thirty (30) days prior to any expiration or termination of the date specified in such Deposit L/C, provide Landlord either with written confirmation that the existing L/C as being the date on which such drawable amount will cease to be available, automatically extended and renewed or the then current expiry date, as the case may be, either furnish to Landlord with a renewal or extension of such Deposit new L/C or a new Deposit that satisfies all of the requirements for the L/C. Failure C in this Section 36. In addition, upon a proposed sale or other transfer of any interest in the Building, the Land, this Lease or Landlord (including consolidations, mergers, or other entity changes), Tenant, at its sole cost and expense and upon ten (10) Business Days' notice, shall, concurrent with Landlord's delivery to comply with the provisions Tenant of the preceding sentence prior then outstanding L/C, deliver to any such transferees, successors, or assigns a replacement L/C on identical terms (except for the commencement stated beneficiary) from the same Issuer or another bank or trust company acceptable to Landlord, in Landlord's sole discretion, naming the new landlord as the beneficiary thereof. Tenant's failure to perform or observe any of said thirty (30) day period the covenants set forth in this Section 36 for any reason shall be deemed entitle Landlord to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit on the full amount of the L/C and retain as shall constitute an Event of Default under this Lease without the requirement of any notice from Landlord. Any amount(s) drawn under the L/C shall be held or used by Landlord in accordance with the terms of Section 4 of the Lease. If Landlord draws on the L/C, then upon Tenant curing the covenant which entitled Landlord to draw on the L/C, Tenant shall have the right, upon ten (10) days prior written notice to Landlord, to obtain a security deposit hereunder refund from Landlord of any unapplied proceeds of the L/C Which Landlord has drawn upon, any such refund being conditioned upon Tenant simultaneously delivering to Landlord a new, replacement L/C in the amount so drawnrequired hereinabove, and meeting the requirements contained herein. As used hereinIf Landlord has applied a portion of the L/C which Landlord has drawn upon toward the payment or performance of Tenant's obligations under the Lease, then the amount of the refund from Landlord to Tenant pursuant to the provisions of fills paragraph will be less than the amount of the replacement L/C. (b) If as of the second (2nd), third (3rd) and fourth (4th) anniversary dates following the Commencement Date, no prior or current Event of Default has occurred, and no event or condition exists or has occurred which with the passage of time or delivery of notice by Landlord, or both, would constitute an Event of Default, the term Face Amount of the L/C may be immediately reduced to $120,985 on the second (2nd) anniversary date following the Commencement Date, to $80,657.00 on third (3rd) anniversary date following the Commencement Date, and to $40,329.00 on the fourth (4th) anniversary date following the Commencement Date, as applicable (the "L/C Burnoff").

Letter of Credit. Provided Tenant has depositednot been in Default under this Lease, Tenant many notify Landlord that Tenant desires to change the form of the Security to a letter of credit, and provided that the letter of credit satisfies all of the terms and conditions of this Section 4.4.1, Landlord shall maintain accept it and return the cash Security to Tenant. Tenant may deliver to Landlord or Agent an irrevocable letter of credit (“L/C”) issued by a national U.S. banking institution (the “Issuer”) acceptable to Landlord, in its sole, but reasonable discretion, and in form and substance reasonably satisfactory to Landlord, in the amount set forth in Section [1.10] above (which shall, for the avoidance of doubt, also be referred to hereunder as the “Security”), representing security for the performance by Tenant of the covenants and obligations hereunder. Tenant specifically acknowledges and agrees that Landlord shall not be deemed to act unreasonably if Landlord refuses to accept an L/C issued by a financial institution that has been placed in receivership or declared insolvent by the FDIC, or has accepted any federal assistance from the Troubled Assets Relief Program or any similar or comparable program or legislation. In addition to any other items that Landlord may reasonably require, the L/C shall: (a) name Landlord as its beneficiary; (b) have an initial term of no less than one year; (c) automatically renew for one year periods unless the issuer provides Landlord with at least 60 days’ advance written notice that the L/C will not be renewed; (d) the L/C shall permit partial draws; (e) the sole and exclusive condition to any draw on deposit the L/C shall be that Landlord certifies to the issuer that either or both of the following is/are true: (i) Tenant is the debtor in a pending bankruptcy proceeding; and (ii) Tenant is not in compliance with Landlord at all times during any of the initial Term terms of this Lease; and (f) be transferable to Successor Landlords (defined below) on as many occasions as desired. In the event that: (w) the expiration date of any L/C occurs before the Expiration Date, one or more unconditional, irrevocable letter(s(x) of credit (each a "Deposit the issuer has advised Landlord that the issuer will not automatically renew the L/C"; (y) Tenant fails to deliver to Landlord at least forty-five (45) days prior to the expiration of such L/C either (A) an amendment thereto extending the expiration date of such L/C for not less than twelve (12) months, or (B) a new L/C, in form and substance in accordance with (a) through (f) above and otherwise satisfactory to Landlord (in its reasonable discretion) or (z) (1) the credit rating of the Issuer is down-graded (from its rating in effect on the date on which the L/C is initially issued) by a reputable rating agency such as Xxxxx’x or Standard & Poor’s; (2) Landlord advises Tenant that, as a result of the Issuer down-grade, Landlord desires Tenant to procure a new L/C from an Issuer reasonably acceptable to Landlord, which new L/C shall be in form and substance to satisfy the requirements of (a) through (f) above and otherwise satisfactory to Landlord (in its reasonable discretion); and (3) Tenant fails to deliver such new L/C satisfying the requirements set forth in clause (2) above within forty-five (45) days after Landlord’s request, then in any of the instances described in (w) through (z), Landlord may draw on the L/C then in Landlord’s possession, and thereafter (in addition to any other remedies available to Landlord under this Lease) apply the proceeds of such L/C in whatever manner or for whatever purpose Landlord reasonably deems appropriate in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by event that Tenant of fails to timely comply with any or all of the covenants and obligations to be paid, performed and/or observed imposed on the part of Tenant under this Lease Lease. In the event that, upon the occurrence of any of the instances described in (w) through (z), Tenant delivers to Landlord a new L/C that satisfies the requirements of this Section 4.4, then upon Landlord’s receipt of such new L/C, Landlord shall promptly release the original L/C to Tenant. If Tenant fails to comply with any or all of its covenants or obligations hereunder, Landlord or Agent may, upon three (3) days prior written notice to Tenant, draw on the L/C and for apply the payment proceeds in whatever manner Landlord deems appropriate, in addition to any and all other remedies available to Landlord under this Lease. In the event Landlord draws against the L/C, Tenant shall, upon demand, at Tenant’s option, immediately either (aa) deposit with Landlord or Agent a sum equal to amount drawn under the L/C or (bb) deliver to Landlord an additional L/C in an amount equal to the amount drawn. If Tenant fully and faithfully complies with all the covenants hereunder, the Security (or any balance thereof) together with Landlord’s written consent to the cancellation of any and all damages for which Tenant, outstanding L/Cs constituting part of the Security shall be final by reason of any act or omission contrary delivered to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is Tenant within thirty (30) days after the expiration last to occur of (1) the date the Term expires or terminates or (2) delivery to Landlord of possession of the fourth (4th) Lease YearPremises. Landlord may deliver the Security to any purchaser of Landlord’s interest in the Premises or any Successor Landlord, or if applicable, whereupon Landlord and Agent shall be discharged from any further liability with respect to the issuing bank Security. In the event that Landlord exercises its right under the preceding sentence, Tenant shall give written notice fully cooperate with Landlord, in all reasonable respects, to Landlord that it will not extend such Deposit cause the L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be availableassigned and conveyed to, or the then current expiry datereissued to, such purchaser or Successor Landlord, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period and Tenant shall be deemed to be a default under this Lease and Landlord may, at bear any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "expenses incurred in connection therewith.

Letter of Credit. Tenant has depositedshall deliver to Landlord, and shall maintain on deposit with Landlord at all times during the initial Term upon Tenant’s execution of this Lease, one or more unconditional, irrevocable letter(s) a Letter of credit (each a "Deposit L/C") in the "Required Amount" Credit (as hereinafter defined), ) in the amount specified in Article 1 as security a guaranty for the full and prompt payment, faithful performance and observance by Tenant of all of the terms, covenants and obligations conditions of this Lease. The letter of credit shall be in the form of a clean, irrevocable, non-documentary and unconditional stand-by letter of credit (the “Letter of Credit”) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the City of New York (the “Issuing Bank”), which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Xxxxx’x Investors Service and “AA” or better by Standard & Poor’s Rating Service, and has combined capital, surplus and undivided profits of not less than $2,000,000,000. The Letter of Credit shall (a) name Landlord as beneficiary, (b) have a term of not less than one year, (c) permit multiple drawings, (d) be paid, performed and/or observed on the part of Tenant under this Lease and for fully transferable by Landlord without the payment of any fees or charges by Landlord, and all damages for which Tenant, (e) otherwise be in form and content reasonably satisfactory to Landlord. If upon any transfer of the Letter of Credit any fees or charges shall be final by reason of any act so imposed, then such fees or omission contrary to any of the provisions of this Lease. Each Deposit L/C charges shall be issued payable solely by a bank reasonably acceptable Tenant and the Letter of Credit shall specify that it is transferable without charge to Landlord. If Landlord and pays any such fees or charges, Tenant shall reimburse Landlord therefor upon demand. The Letter of Credit shall provide that it shall be substantially automatically renewed, without amendment or need for any other action, for consecutive periods of one year each thereafter during the Term, as the same may be extended (and in no event shall the form Letter of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date Credit expire prior to the 45th day following the Expiration Date) unless the Issuing Bank sends duplicate notices (the “Non-Renewal Notices”) to Landlord by certified mail, return receipt requested (one of which shall be addressed “Attention, Chief Legal Officer” and the other of which shall be addressed “Attention, Chief Financial Officer”), not less than 45 days next preceding the then expiration date which is thirty (30) days after the expiration of the fourth (4th) Lease YearLetter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. The Issuing Bank shall agree with all beneficiaries, or if drawers, endorsers, transferees and bona fide holders that drafts drawn under and in compliance with the issuing bank shall give written notice to Landlord that it terms of the Letter of Credit will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior be duly honored upon presentation to the date specified Issuing Bank at an office location in such Deposit L/C as being the date on which such drawable amount will cease to New York, New York. The Letter of Credit shall be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior subject in all respects to the commencement International Standby Practices 1998, International Chamber of said thirty (30) day period shall be deemed to be a default under Commerce Publication No. 590. Upon execution of this Lease and Landlord maynotwithstanding anything to the contrary contained herein, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as Tenant shall be permitted to deposit a cash security deposit hereunder in the amount so drawn. As used hereinof $164,700.00 (the “Cash Security”) with Landlord in lieu of the Letter of Credit, the term "which Landlord

Letter of Credit. Tenant (a) The GUARANTOR has deposited, and shall maintain on deposit with Landlord at all times during delivered to the initial Term of this Lease, one or more unconditional, LENDER an irrevocable letter(s) standby letter of credit no. 5867621 having an original undrawn face amount of Nine Hundred Thousand Dollars (each a $900,000.00) naming the LENDER as beneficiary, issued by Mellon Bank, N.A. on April 6, 2000 and having an expiration date of April 6, 2001 ("Deposit APRIL 2000 MANTECH L/C") in ). The GUARANTOR has also delivered to the LENDER an additional irrevocable standby letter of credit no. S868784, having an original undrawn face amount of Nine Hundred Thousand Dollars ($900,000.00), naming the LENDER as beneficiary, issued by Mellon Bank, N.A., on July 19, 2000 and having an expiration date of July 18, 2001 ("ADDITIONAL MANTECH L/C;" the ADDITIONAL MANTECH L/C and the APRIL 2000 MANTECH L/C are each sometimes referred to individually as a MANTECH L/C and are referred to collectively as the "Required Amount" (MANTECH L/Cs"). The GUARANTOR acknowledges that the MANTECH L/Cs are to serve as hereinafter defined), as security part of the BORROWING BASE for the full LOAN to the BORROWERS. (b) Effective, respectively, upon the due delivery to the LENDER of each original fully executed, issued and prompt payment, performance and observance by Tenant of effective MANTECH L/C satisfying all of the covenants and obligations conditions set forth above (as applicable to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit APRIL 2000 MANTECH L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in or the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit ADDITIONAL MANTECH L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry dateC, as the case may be), either furnish to Landlord a renewal or extension of and continuing, respectively, for so long as each such Deposit MANTECH L/C or a new Deposit L/C. Failure to comply with shall be effective, the provisions of the preceding sentence prior to the commencement Section 2 of said thirty (30) day period this GUARANTY shall be deemed amended to the effect that the GUARANTY MONETARY AMOUNT set forth in Section 2 shall be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon reduced by an amount equal to the original undrawn face amount of each such Deposit MANTECH L/C and retain which continues so in effect. Upon expiration or release of a MANTECH L/C, the amendments to the GUARANTY MONETARY AMOUNT set forth in this clause (b) arising as a security deposit result of the issuance and delivery of such MANTECH L/C shall immediately and without further notice be void and of no further force and effect. Upon expiration or release of both MANTECH L/Cs, all of the provisions of Section 2 shall be as stated in Section 2. Upon a drawing or drawings by the LENDER upon one or both of the MANTECH L/Cs and application of such amount to payment of the obligations of the BORROWERS to the LENDER, subject to Section 24 hereof captioned "Reinstatement," the OBLIGATIONS of the GUARANTOR hereunder shall be reduced to the extent of such drawing and application of proceeds. Upon a drawing by the LENDER upon both of the MANTECH L/Cs equal to the full $1,800,000.00 aggregate face amount so drawn. As used hereinof such MANTECH L/Cs, and application of such amounts to payment of the term "obligations of the BORROWERS to the LENDER, subject to reinstatement pursuant to Section 24 hereof, this GUARANTY shall be automatically terminated and MANTECH shall have no further obligations hereunder.

Letter of Credit. Tenant has deposited, A. Within seven (7) days of Tenant’s execution and shall maintain on deposit with Landlord at all times during the initial Term delivery of this Lease, one or more Tenant shall deliver to Landlord, and thereafter maintain, an unconditional, transferable, irrevocable letter(s) letter of credit (each a "Deposit L/C"“LOC”) in the "Required original amount of Five Hundred Thousand Dollars ($500,000.00) (the “LOC Stated Amount" (as hereinafter defined”), as security for all in accordance with the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions terms of this Lease. Each Deposit L/C Section. B. The LOC shall be issued by a national money center bank reasonably acceptable to Landlord with a branch located in Northern California, with total assets of at least One Billion Dollars and capital of at least six percent (6%) of its total assets (in each case as defined by the applicable federal regulator of the respective bank). The LOC shall be substantially in the form of the letter of credit attached hereto on as Exhibit D H. Tenant shall pay all expenses, points and/or fees incurred in obtaining and made a part hereofrenewing the LOC. If any Deposit L/C provides that The LOC shall be effective from the amount drawable thereunder shall cease to be available on a date prior to of delivery thereof through the date which is thirty one hundred twenty (30120) days after following the scheduled expiration of the fourth Term (4th) Lease Yearthe “LOC Expiration Date”). The LOC may be re-issued, renewed or replaced for annual periods, provided that the LOC Stated Amount is not reduced except as expressly provided below. Each reissue, renewal or replacement LOC shall be in the form attached hereto as Exhibit H, and shall be subject to Landlord’s prior written approval. C. If the bank that issues the LOC fails to extend the expiration date thereof through the LOC Expiration Date, and/or if Landlord receives a notice of non-renewal from such bank (as described in the issuing bank LOC), then Tenant shall give written notice provide Landlord with a substitute LOC. If Tenant fails to provide Landlord with a substitute LOC in a form reasonably acceptable to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified expiration of the then existing LOC, then (i) such failure shall be deemed an Event of Tenant’s Default hereunder, and (ii) Landlord shall be entitled to draw down the full amount of the LOC then available and apply, use and retain the proceeds thereof in accordance with Section 3.6(D). D. Any amount of the LOC which is drawn upon by Landlord, but not used or applied by Landlord shall be held by Landlord in an account (the “LOC Account”) as security for the full and faithful performance of each of the terms hereof by Tenant, subject to use and application as set forth below. If an Event of Tenant’s Default shall occur and be continuing with respect to any provision of this Lease, including, but not limited to, the provisions relating to the payment of rent, or an Event of Tenant’s Default would exist under the Lease but Landlord is barred by applicable law from sending a notice of default to Tenant with respect thereto, or in the event the LOC is not renewed or reissued at least thirty (30) days prior to the expiration of the then existing LOC (as applicable, a “Draw Event”), Landlord may, but shall not be required to, draw upon all or any part of the LOC and/or LOC Account or use, retain or apply all or any part of the proceeds thereof for the payment of any rent or any other sum in default, or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of an Event of Tenant’s Default or to compensate Landlord for loss or damage which Landlord may suffer by reason of an Event of Tenant’s Default, including without limitation the amounts to which Landlord may become entitled pursuant to this Lease (whether or not such Deposit L/C amounts have been awarded) and any other loss, liability, expense and damages that may accrue upon an Event of Tenant’s Default or the act or omission of Tenant or any officer, employee, agent or invitee of Tenant, and costs and attorneys’ fees incurred by Landlord to recover possession of the Premises upon an Event of Tenant’s Default hereunder; provided, however, that Landlord shall limit the amount of each draw upon the LOC to the amount it estimates in good faith is reasonably appropriate in light of the circumstances of the corresponding Draw Event. The use, application, retention or draw of the LOC and/or LOC Account, or any portion thereof, by Landlord shall not (i) constitute the cure of any Event of Tenant’s Default or the waiver of such Event of Tenant’s Default, (ii) prevent Landlord from exercising any other remedies provided for under this Lease or by law, it being intended that Landlord shall not first be required to proceed against the LOC and/or LOC Account, or (iii) operate as being a limitation on the date on amount of any recovery to which such drawable Landlord may otherwise be entitled. If any portion of the LOC and/or LOC Account is so drawn upon, or any part of the proceeds thereof is used or applied, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount will cease equal to the draw upon the LOC and/or the amount of the LOC Account that was used or applied (so that the combined amount of the remaining sums available to be availabledrawn upon the LOC and the LOC Account balance equals the LOC Stated Amount), and Tenant’s failure to do so shall be an Event of Tenant’s Default under this Lease. The LOC Account may be commingled with other funds of Landlord, shall be held in Landlord’s name, and Tenant shall not be entitled to any interest or earnings thereon. Notwithstanding any contrary provision herein, in the event that the total amount of the LOC outstanding plus any amount remaining in the LOC Account exceeds the LOC Stated Amount (“Excess Security”), then current expiry dateLandlord shall return the amount of the Excess Security to Tenant upon Tenant’s request to the extent that such amount is available in the LOC Account. The use, application or retention of the LOC, the proceeds or any portion thereof, shall not prevent Landlord from exercising any other rights or remedies provided under this Lease, it being intended that Landlord shall not be required to proceed against the LOC, and such use, application or retention of the LOC shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. E. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, and all similar or successor provisions of law, now or hereafter in force, and Landlord and Tenant hereby acknowledge that their entire agreement with respect to the LOC and the LOC Account is set forth herein. Landlord and Tenant acknowledge and agree that in no event or circumstance shall the LOC or any renewal thereof or substitute therefor or LOC Account be: (i) deemed to be or treated as a “security deposit” within the meaning of California Civil Code Section 1950.7; (ii) subject to the terms of such Section 1950.7; or (iii) intended to serve as a “security deposit” within the meaning of such Section 1950.7. Landlord and Tenant further acknowledge and agree: (iv) that the LOC and/or LOC Account, as the case may be, either furnish is not intended to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain serve as a security deposit hereunder and such Section 1950.7 and any and all other laws, rules and regulations applicable to security deposits in the amount so drawncommercial context (“Security Deposit Laws”) shall have no applicability or relevancy thereto; and (v) that they waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. F. Unless an Event of Tenant’s Default has occurred and is continuing under this Lease or an Event of Tenant’s Default would exist under the Lease but Landlord is barred by applicable law from sending a notice of default to Tenant with respect thereto, within sixty (60) days following the LOC Expiration Date, Landlord shall return any LOC previously delivered by Tenant and any balance remaining in the LOC Account after use and application in accordance with this Section 3.6, to Tenant (or, at Landlord’s option, to the last assignee, if any, of Tenant’s interest hereunder), and Tenant shall have no further obligation to provide the LOC. G. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project and in this Lease, and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the LOC and/or the LOC Account to the transferee or mortgagee. As used hereinAccordingly, the term "LOC shall expressly indicate that it is transferable in its entirety by Landlord as beneficiary and that upon receiving written notice of transfer, and upon presentation to the issuing bank of the original LOC, the issuer or confirming bank will reissue the LOC naming such transferee as the beneficiary. Upon such transfer or assignment of the LOC and/or LOC Account, Landlord shall be deemed released by Tenant from all liability or obligation for the return of the LOC and LOC Account, as applicable, and Tenant shall look solely to such transferee or mortgagee for the return thereof. Tenant shall be responsible for the payment to the issuing bank of any transfer costs imposed by the issuing bank in connection with any such transfer. If Landlord transfers or assigns the LOC and Tenant fails to cause the bank that issued the LOC to accept such transfer or assignment, such failure shall be an Event of Tenant’s Default hereunder. H. If Tenant effects a Transfer in accordance with this Lease, and if the Transferee gives Landlord an LOC in the then-applicable LOC Stated Amount that strictly complies with the requirements of this Lease (“Transferee LOC”), then Landlord shall promptly return to Tenant the LOC it then possesses and, for so long as that Transfer and that Transferee LOC remain in effect, Tenant shall have no obligation to provide an LOC pursuant to this Lease. I. Tenant acknowledges and agrees that the LOC is a separate and independent obligation of the issuing bank to Landlord and that Tenant is not a third party beneficiary of such obligation, and that Landlord’s right to draw upon the LOC for the full amount due and owing thereunder shall not be, in any way, restricted, impaired, altered or limited by virtue of any provision of the United States Bankruptcy Code, including without limitation Section 502(b)(6) thereof. J. Provided (i) no Event of Tenant’s Default has occurred; (ii) no event exists, which, with the giving of notice, passing of time, or both, would constitute and Event of Tenant’s Default; (iii) Tenant’s Net Worth (as defined below) is at least as great as it is as of the date of this Lease for the first reduction and at least as great as the greater of Tenant’s Net Worth as of the date of this Lease and the expiration of the thirty-eighth (38th) full calendar month after the Commencement Date; and (iv) Tenant provides Landlord with written request and evidence of satisfaction of the requirement set forth in Section 3.6(J)(iii); the LOC Stated Amount shall be reduced by One Hundred Fifty Thousand Dollars ($150,000.00) after the thirty eighth (38th) and fiftieth (50th) full calendar month after the Commencement Date. In no event will the LOC Stated Amount be less than Two Hundred Thousand Dollars ($200,000.00).

Letter of Credit. A. (1) Tenant has depositedshall have the option, in place of the Security referred to in Section 35.01, to deliver to Owner, at any time after the execution and shall maintain on deposit with Landlord at all times during the initial Term delivery of this Lease, one or more an unconditional, irrevocable letter(s) letter of credit issued by Chase Manhattan Bank, NA (each a or the like reasonably acceptable to Owner) (referred to as the "Deposit L/CBANK"), in favor of Owner, in the sum of TWO HUNDRED FIVE THOUSAND NINE HUNDRED FIFTY-THREE and 00/100 ($205,953.00) DOLLARS (referred to as the "SECURITY AMOUNT") in funds available immediately or same day funds in the "Required Amount" (as hereinafter defined)City of New York, as security for the full faithful observance and prompt payment, performance and observance by Tenant of all of the terms, covenants and obligations conditions of this Lease on Tenant's part to be paid, performed and/or observed on the part and performed. Such letter of Tenant under this Lease and for the payment of any and all damages for which Tenant, credit shall be final by reason for a term of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C not less than one (1) year which term shall be issued by a bank reasonably acceptable to Landlord automatically renewed for successive one (1) year terms, unless the Bank gives not less than one hundred twenty (120) days prior written notice that it will not so renew the letter of credit for such successive term and shall be substantially in the form last term of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty end not less than sixty (3060) days after the expiration Expiration Date. If such letter of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will credit is not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry dateautomatically renewed as aforesaid, Tenant shallagrees to cause the Bank to renew such letter of credit, from time to time, during the Demised Term, at least thirty ninety (3090) days prior to the date specified in expiration of said letter of credit or any renewal or replacement, upon the same terms and conditions. In the event of any transfer of said letter of credit pursuant to Section 35.05, and notice of such Deposit L/C as being the date on which such drawable amount will cease transfer to Tenant, Tenant, within twenty (20) days thereafter, shall cause a new letter of credit to be availableissued by said Bank to the transferee, upon the same terms and conditions, in replacement of the letter of credit so transferred and Owner agrees that, simultaneously with the delivery of such new letter of credit, it will return to said Bank the letter of credit being replaced. The letter of credit deposited hereunder, and all renewals and replacements, are referred to, collectively, as the "LETTER OF CREDIT". In amplification and not in limitation of the foregoing, the Letter of Credit shall expressly provide that (i) the Letter of Credit can be drawn down by presentation of a sight draft only without any other documents or statements, (ii) partial drawings are allowed and (iii) the Letter of Credit shall be transferable by Owner, as beneficiary thereof, without restriction or limitation and with all fees paid by Tenant. (2) The Letter of Credit shall be held by Owner for the purposes set forth in this Article and shall not be transferred except for transfer (a) to an agent for collection, or (b) pursuant to the then current expiry dateprovisions of Section 35.06. In the event Tenant defaults beyond any applicable grace period hereunder in the performance of its obligations to issue a replacement Letter of Credit, or in the observance or performance of Tenant's agreement to cause the Bank to renew the Letter of Credit, Owner, in addition to all rights and remedies which Owner may have under this Lease or at law, shall have the right to require the Bank to make payment to Owner of the entire Security Amount or the undrawn portion thereof, as the case may be, either furnish to Landlord a renewal or extension represented by the Letter of such Deposit L/C or a new Deposit L/C. Failure to comply Credit, which sum may be held by Owner as Cash Security (as said term is hereinafter defined) in accordance with the provisions of this Article. If payment of the preceding sentence prior entire Security Amount or the undrawn portion thereof is made to Owner by reason of Tenant's failure to renew or replace the commencement Letter of said thirty (30) day period Credit in accordance with the foregoing provisions of this Article, Owner shall be deemed to be a default under this Lease and Landlord mayhave the right, at any time during on behalf of Tenant, to replace said thirty Cash Security with a new Letter of Credit issued by the Bank or any other bank selected by Owner, in Owner's sole discretion, and Tenant hereby irrevocably constitutes and appoints Owner as Tenant's agent and attorney-in-fact to cause the Bank or any such other bank selected by Owner to issue such a replacement Letter of Credit. The Letter of Credit must provide for partial drawings. (303) day periodIn the event Tenant defaults in the payment when due of an installment of Fixed Rent or in the payment when due of any additional rent and such default shall continue for a period of ten (10) days after notice by Owner to Tenant of such default or if this Lease and the Demised Term shall expire and come to an end as provided in Article 16 or by or under any summary proceeding or any other action or proceeding, or if Owner shall re-enter the Demised Premises as provided in Article 17, or by or under any summary proceeding or any other action or proceeding, then Owner, in addition to all rights and remedies which Owner may have under this Lease or at law, may from time to time, draw upon such Deposit L/C and retain as a security deposit hereunder on the Letter of Credit in one or more drawings for the amount so drawnof any Fixed Rent or additional rent then due and for any amount then due and payable to Owner under this Lease. As used hereinIn the event of a partial drawing, as provided in the immediately preceding sentence, Tenant shall, within five (5) days after demand, cause the Bank to issue an amendment to the Letter of Credit restoring the amount available thereunder to the Security Amount. In amplification and not in limitation of the provisions of this Lease, a failure by Tenant to cause the Bank to issue an amendment to the Letter of Credit restoring the amount available thereunder to the Security Amount shall be deemed a default by Tenant under the terms, covenants and conditions of this Lease. Notwithstanding anything to the contrary set forth in this Lease, including, but not limited to, the term "foregoing provisions of this Article, in addition to all rights granted to Owner pursuant to the provisions of the Lease, if this Lease and the Demised Term shall expire and come to an end as provided in Article 16, or by or under any summary proceeding, or any other action or proceeding, or if Owner shall re-enter the Demised Premises as provided in Article 17, or by or under any summary proceeding or any other action or proceeding, Owner, in addition to all rights and remedies which Owner may have under this Lease or at law, shall have the right to require the Bank to make payment to Owner of the entire Security Amount or the undrawn portion thereof, as the case may be, represented by the Letter of Credit, which sum shall be held and applied by Owner as Cash Security in accordance with the provisions of this Article.

Letter of Credit. Tenant has depositedshall deliver to Landlord, and shall maintain on deposit with Landlord at all times during the initial Term upon Tenant’s execution of this Lease, one or more unconditional, irrevocable letter(s) a Letter of credit (each a "Deposit L/C") in the "Required Amount" Credit (as hereinafter defined)) in the amount specified in the Basic Lease Information, as security for the full and prompt payment, faithful performance and observance by Tenant of all the terms, covenants and conditions of this Lease. The Letter of Credit shall be in the form of a clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) issued by and drawable upon any commercial bank which is a member of the covenants New York Clearing House Association or other bank satisfactory to Landlord, trust company, national banking association or savings and obligations loan association with offices for banking purposes in the San Francisco Bay Area, California (the “Issuing Bank”), which is either Xxxxx Fargo Bank, N.A., or which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Xxxxx’x Investors Service and “AA” or better by Standard & Poor’s Rating Service, and has combined capital, surplus and undivided profits of not less than Two Billion Dollars ($2,000,000,000.00). The Letter of Credit shall (a) name Landlord as beneficiary, (b) have a term of not less than one year, (c) permit multiple drawings, (d) be paid, performed and/or observed on the part of Tenant under this Lease and for fully transferable by Landlord without the payment of any fees or charges by Landlord, and all damages for which Tenant(e) otherwise be in form and content satisfactory to Landlord. If upon any transfer of the Letter of Credit, any fees or charges shall be final by reason of any act so imposed, then such fees or omission contrary to any of the provisions of this Lease. Each Deposit L/C charges shall be issued payable solely by a bank reasonably acceptable to Landlord Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be substantially deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term (and in no event shall the form Letter of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date Credit expire prior to the date which is thirtieth (30th) day following the Term Expiration Date) unless the Issuing Bank sends duplicate notices (the “Non-Renewal Notices”) to Landlord by certified mail, return receipt requested (one to each of the two addresses for Landlord set forth in the Basic Lease Information) not less than thirty (30) days after next preceding the then expiration date of the fourth (4th) Lease YearLetter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. The Issuing Bank shall agree with all drawers, or if endorsers and bona fide holders that drafts drawn under and in compliance with the issuing bank shall give written notice to Landlord that it terms of the Letter of Credit will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior be duly honored upon presentation to the date specified Issuing Bank at an office location in such Deposit L/C as being the date on which such drawable amount will cease to San Francisco Bay Area. The Letter of Credit shall be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior subject in all respects to the commencement International Standby Practices 1998, International Chamber of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnCommerce Publication No. As used herein, the term "590.

Letter of Credit. In lieu of a cash Security Deposit, Tenant has depositedmay deliver the Security Deposit to Landlord in the form of a clean, irrevocable, non-documentary and shall maintain on deposit with Landlord at all times during the initial Term of this Lease, one or more unconditional, irrevocable letter(s) unconditional letter of credit (each a "Deposit L/C"the “Letter of Credit”) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the "Required Amount" City of New York (as hereinafter definedthe “Issuing Bank”) and in the event that the Issuing Bank is not located in the United States, the Letter of Credit shall be confirmed by any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the City of New York (the “Confirming Bank”), which, in each case, is then rated “A” or better by Xxxxx’x Investors Service or “A” or better by Standard & Poor’s Rating Service. The Letter of Credit shall (a) name Landlord as security for beneficiary, (b) be in the full and prompt payment, performance and observance by Tenant of all amount of the covenants and obligations to Security Deposit, (c) have a term of not less than one year, (d) permit multiple drawings, (e) be paid, performed and/or observed on the part of Tenant under this Lease and for fully transferable by Landlord without the payment of any fees or charges by Landlord, and all damages for which Tenant(f) otherwise be in form and content satisfactory to Landlord. If upon any transfer of the Letter of Credit, any fees or charges shall be final by reason of any act so imposed, then such fees or omission contrary to any of the provisions of this Lease. Each Deposit L/C charges shall be issued payable solely by a bank reasonably acceptable Tenant and the Letter of Credit shall specify that it is transferable without charge to Landlord. If Landlord pays any such fees or charges, Tenant shall reimburse Landlord therefor upon demand. The Letter of Credit and any confirmation thereof shall provide that it shall be substantially deemed automatically renewed (and confirmed, if required), without amendment, for consecutive periods of one year each thereafter during the Term, as the same may be extended (and in no event shall the form Letter of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date Credit expire prior to the 45th day following the Expiration Date), unless the Issuing Bank or Confirming Bank sends duplicate notices (the “Non-Renewal Notices”) to Landlord by certified mail, return receipt requested (one of which shall be addressed “Attention, Chief Legal Officer” and the other of which shall be addressed “Attention, Chief Financial Officer”), not less than 45 days next preceding the then expiration date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, Letter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit or if that the issuing bank shall give written notice Confirming Bank has elected not to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond continue to confirm the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry dateLetter of Credit, as the case may be. The Issuing Bank shall agree with all drawers, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply endorsers and bona fide holders that drafts drawn under and in compliance with the provisions terms of the preceding sentence prior Letter of Credit will be duly honored upon presentation to the commencement Issuing Bank (or confirming bank, if applicable) at an office location in New York, New York. The Letter of said thirty (30) day period Credit shall be deemed subject in all respects to be a default under this Lease and Landlord maythe International Standby Practices 1998, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnInternational Chamber of Commerce Publication No. As used herein, the term "590.

Letter of Credit. (a) Tenant has depositedshall deliver to Landlord, upon execution and shall maintain on deposit with Landlord at all times during the initial Term delivery of this Lease, one or more in addition to the Security Deposit, a clean, unconditional, irrevocable letter(s) irrevocable, transferable letter of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter definedLETTER OF CREDIT"), naming Landlord as security for the full and prompt paymentbeneficiary, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of Exhibit E to the Lease, and issued by a financial institution ("ISSUER"), satisfactory to Landlord. The amount initially available to be drawn under the Letter of Credit shall be not less than $400,000.00. So long as there is no uncured Event of Default then existing under the Lease, the amount remaining available to be drawn under the Letter of Credit may be reduced in twelve month increments, beginning twelve months after the Commencement Date, so the minimum amount available to be drawn under the Letter of Credit shall be as follows: Months (counting from the Commencement Date through Minimum Amount Available Under applicable monthly anniversary of Commencement Date) the Letter of Credit ---------------------------------------------------- -------------------- 01 - 12 $400,000.00 13 - 24 358,443.94 25 - 36 312,536.43 37 - 48 261,821.81 49 - 60 205,796.70 61 - 72 143,905.04 73 - 84 75,532.49 The foregoing reductions in the face amount of the Letter of Credit shall be accomplished through the delivery of substitute Letters of Credit. Without limiting the generality of the foregoing, no Letter of Credit shall provide for any reduction in its face value other than those resulting from draws on such Letter of Credit. (b) Landlord shall be entitled to draw any portion or all of the amount under the Letter of Credit if either (i) an Event of Default occurs under the Lease, or (ii) Tenant does not deliver to Landlord a replacement letter of credit attached hereto from Issuer or another financial institution satisfactory to Landlord in the amount and form of the initial Letter of Credit no later than one month before the expiration date of the then existing Letter of Credit, or (iii) if upon a proposed sale or lease of the Building, Tenant does not deliver to any new landlord a replacement Letter of Credit pursuant to the provisions of (c) below. The Letter of Credit shall provide for partial draws by Landlord in accordance with this paragraph. Any such draws when made shall be deemed applied to the amounts owing under this Lease (in such order as Landlord may elect). In the event of any draw under the Letter of Credit, Tenant shall within five (5) days after demand therefor from Landlord, cause the amount remaining available to be drawn under the Letter of Credit to be increased by an amount equal to the amount drawn. (c) Tenant shall not assign or encumber or attempt to assign or encumber the Letter of Credit and neither Landlord nor its successors or assigns shall be bound by any such assignment or encumbrance or attempted assignment or encumbrance. (d) In the event of a sale or other transfer of the Building, Tenant will, if requested by Landlord in writing, at its sole cost and expense within ten (10) Business Days after receiving such request, cause the issuing bank of the Letter of Credit to consent to the assignment or to issue a substitute letter of credit on Exhibit D identical terms to the Letter of Credit, other than the stated beneficiary, from the same issuing bank or, if the transferee so requests, from another bank acceptable to such transferee in its reasonable discretion, naming such transferee as the beneficiary thereof, upon delivery by Landlord of the then outstanding Letter of Credit. INITIALS: Landlord _________ Tenant _________ EXHIBIT E ATTACHED TO AND FORMING A PART OF LEASE AGREEMENT DATED AS OF JUNE 4, 1998 BETWEEN SEARISE ASSOCIATES, LLC, AS LANDLORD, AND iMALL, INC., AS TENANT ("LEASE") APPROVED LETTER OF CREDIT FORM [LETTERHEAD OF ISSUING BANK] [MUST BE A BANK WHOSE LOCATION, CREDIT AND PRACTICES LANDLORD HAS APPROVED] RE: IRREVOCABLE COMMERCIAL LETTER OF CREDIT NO. _________ TO: Searise Associates, LLC, a California limited liability company ("Landlord"), 233 Xxxxxxxx Xxxx., Xxxxx 000, Xxxxx Xxxxxx, XX 00000 Xentlemen: We hereby issue our Irrevocable Commercial Letter of Credit in your favor, for the account of iMall, Inc., a Nevada corporation ("Tenant"), in the amount of __________________________ Dollars ($__________). This amount is available to you on presentation of your sight draft drawn upon us referring to the above letter of credit number, date and made a part hereof. If any Deposit L/C provides amount being drawn hereunder, accompanied by the signed statement of you or your authorized agent, Willxxx Xxxxxx & Xssociates, that the amount drawable thereunder shall cease to be available on a date prior drawn hereunder is being drawn pursuant to the date which is thirty (30) days after the expiration terms of the fourth Lease Agreement, dated as of May ___, 1998, by and between Tenant, as tenant, and Landlord, as landlord, for certain premises located at 233 Xxxxxxxx Xxxx, Xxxxx Xxxxxx, XX 00000 (4th) Lease Yearxxe "Lease"). Any draft presented for payment must be presented on or before ________________ [TERM MUST BE FOR AT LEAST ONE YEAR], or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension this Letter of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnCredit expires. As used herein, the term "Partial drawings are permitted.

Letter of Credit. Tenant has depositedshall deliver to Landlord, and shall maintain on deposit with Landlord at all times during the initial Term upon Tenant’s execution of this Lease, one or more unconditional, irrevocable letter(s) a Letter of credit (each a "Deposit L/C") in the "Required Amount" Credit (as hereinafter defined)) in the amount specified in the Basic Lease Information, as additional security for the full and prompt payment, faithful performance and observance by Tenant of all of the terms, covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions conditions of this Lease. Each Deposit L/C The Letter of Credit shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the a clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) which is attached hereto on as Exhibit D L, issued by and made a part hereofdrawable upon Xxxxx Fargo Bank, N.A. (the “Issuing Bank”). If upon any Deposit L/C provides transfer of the Letter of Credit, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the amount drawable thereunder Term (and in no event shall cease to be available on a date the Letter of Credit expire prior to the date forty-fifth (45th) day following the Expiration Date) unless the Issuing Bank sends duplicate notices (the “Non-Renewal Notices”) to Landlord by certified mail, return receipt requested (one of which is thirty shall be addressed “Attention, Chief Legal Officer” and the other of which shall be addressed “Attention, Chief Financial Officer”), not less than forty-five (3045) days after next preceding the then expiration date of the fourth (4th) Lease YearLetter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. The Issuing Bank shall agree with all drawers, or if endorsers and bona fide holders that drafts drawn under and in compliance with the issuing bank shall give written notice to Landlord that it terms of the Letter of Credit will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior be duly honored upon presentation to the date specified Issuing Bank at an office location in such Deposit L/C as being the date on which such drawable amount will cease to Los Angeles, California. The Letter of Credit shall be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior subject in all respects to the commencement International Standby Practices 1998, International Chamber of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnCommerce Publication No. As used herein, the term "590.

Letter of Credit. Tenant has deposited, and shall maintain on deposit Concurrently with Landlord at all times during the initial Term Tenant's execution of this Lease, one or more Tenant shall deliver to Landlord an unconditional, irrevocable letter(s) and renewable letter of credit (each a "Deposit L/CLetter of Credit") in favor of Landlord substantially in the form attached hereto as Exhibit E, issued by Silicon Valley Bank or other bank reasonably satisfactory to Landlord with a branch which will honor draws located in the Seattle area or permitting draws electronically or by mail, overnight courier or facsimile, in the principal amount ("Required Stated Amount" (as hereinafter defined)") specified below, as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paidheld by Landlord in accordance with the terms, performed and/or observed on the part of Tenant under this Lease provisions and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions conditions of this Lease. Each Deposit L/C Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Letter of Credit. If the Letter of Credit delivered by Tenant is inconsistent with the form attached hereto as Exhibit E (including, without limitation, the wrong name or address for the Beneficiary), Landlord may so notify Tenant in writing, in which case Tenant shall cause the Letter of Credit to be corrected within five (5) business days after such notice. The Stated Amount shall initially be Five Hundred Sixty-Four Thousand Dollars ($564,000.00); provided, however, that, except as hereinafter provided, upon the dates specified below ("Adjustment Dates"), the Stated Amount shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior reduced to the following amounts: Date Stated Amount November 30, 2011 $ 376,000.00 November 30, 2012 $ 188,000.00 November 30, 2013 $ 0.00 However, if Tenant does not utilize the entire Improvement Allowance by the earlier of (i) the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give Tenant gives Landlord written notice to Landlord that it will not extend seek to obtain any credit for any unused portion of the Improvement Allowance or (ii) March 31, 2009, then, subject to the next sentence below, Tenant may cause the Stated Amount to be reduced on such Deposit L/C date by the amount of the Improvement Allowance which is not so utilized by Tenant and the Stated Amount may be further reduced upon the Adjustment Dates on a proportionate basis (i.e., on the first (1st) Adjustment Date, the Stated Amount may be reduced to two-thirds (2/3rds) of the revised original Stated Amount, on the second (2nd) Adjustment Date, the Stated Amount may be reduced to one-third (1/3) of the revised original Stated Amount, and upon the third (3rd) Adjustment Date, the Stated Amount may be reduced to zero dollars). Furthermore, if (i) a default by Tenant occurs under this Lease, or (ii) circumstances exist that would, with notice or lapse of time, or both, constitute a default by Tenant, and Tenant has failed to cure such default within the time period permitted by Article 19 or such lesser time as may remain before the relevant Adjustment Date as provided above, the Stated Amount shall not thereafter be reduced unless and until such default shall have been fully cured pursuant to the terms of this Lease, at which time the Stated Amount may be reduced as hereinabove described. Upon any change to the Stated Amount, the Letter of Credit shall be concurrently amended or replaced by a Letter of Credit in the new reduced Stated Amount, and Landlord and Tenant shall take the steps reasonably necessary to cause the existing Letter of Credit to be delivered to the issuing bank and the issuing bank to amend the Letter of Credit or issue a new replacement Letter of Credit in the new reduced Stated Amount on the date the Stated Amount is required to be adjusted. The Letter of Credit shall state that an authorized officer or other representative of Landlord may make demand on Landlord's behalf for the Stated Amount of the Letter of Credit, or any portion thereof, and that the issuing bank must immediately honor such demand upon presentation to it of the original Letter of Credit, without qualification or satisfaction of any conditions, except the proper identification of the party making such demand and such party's certification that Landlord is entitled to draw on the Letter of Credit pursuant to this Lease. In addition, the Letter of Credit shall indicate that it is transferable in its entirety by Landlord as beneficiary to any transferee of Landlord's interest under this Lease who assumes Landlord's obligations under this Lease or to a lender under any mortgage or deed of trust encumbering the Project (provided that such lender agrees that draws may be made on the Letter of Credit only as permitted by this Lease, the drawn amounts shall only be used, applied or retained as permitted by this Lease, the drawn amounts shall be returned to Tenant to the extent required by this Lease, and that no further assignments shall be made by such lender of the beneficiary's interest in the Letter of Credit except as permitted by this Lease) and that upon receiving written notice of transfer along with such party's certification confirming that the transfer meets the above requirements, and upon presentation to the issuing bank of the original Letter of Credit, the issuer or confirming bank will reissue the Letter of Credit naming such transferee as the beneficiary. Tenant shall be responsible for the payment to the issuing bank of any transfer costs imposed by the issuing bank in connection with any such transfer. If (A) the term of the Letter of Credit held by Landlord will expire prior to the last Adjustment Date specified above and the Letter of Credit is not extended, or a new Letter of Credit for an additional twelve (12) months beyond the then current expiry dateextended period of time is not substituted, Tenant shall, in either case at least thirty (30) days prior to the date specified expiration of the Letter of Credit, or (B) an Event of Default has occurred and is continuing, including the filing of a voluntary petition under Title 11 of the United States Code (i.e., the bankruptcy Code), or Tenant otherwise becomes a debtor in any case or proceeding under the Bankruptcy Code, as now existing or hereinafter amended, or any similar law or statute, Landlord may (but shall not be required to) draw upon all or any portion of the Stated Amount of the Letter of Credit, and the proceeds received from such Deposit L/C draw shall constitute Landlord's property (and not Tenant's property or the property of the bankruptcy estate of Tenant) and Landlord may then use, apply or retain all or any part of the proceeds (1) for the payment of any sum which is in default, (2) to reimburse Landlord for any expense actually and reasonably incurred by Landlord as being a result of Tenant's default, and (3) if Landlord has terminated this Lease, the date on damages to which Landlord is entitled pursuant to Article 20 of this Lease. If any portion of the Letter of Credit proceeds are so used or applied, Tenant shall, within ten (10) days after demand therefor, post an additional Letter of Credit in an amount to cause the aggregate amount of the unused proceeds and such new Letter of Credit to equal the Stated Amount required in this Article 4 above. Landlord shall not be required to keep any proceeds from the Letter of Credit separate from its general funds. Should Landlord sell its interest in the Premises during the Lease Term, Landlord shall transfer the Letter of Credit and any unapplied proceeds of the Letter of Credit to the purchaser, and if Landlord transfers the Letter of Credit and deposits with the purchaser thereof the Letter of Credit and any unapplied proceeds of the Letter of Credit and such purchaser assumes in writing Landlord’s obligations with respect thereto, thereupon Landlord shall be discharged from any further liability with respect to the Letter of Credit and said proceeds and Tenant shall look solely to such transferee for the return of the Letter of Credit or any proceeds therefrom. The Letter of Credit or any remaining proceeds of the Letter of Credit held by Landlord after expiration or earlier termination of the Lease Term, after any deductions described in this Article 4 above, shall be returned to Tenant or, at Landlord's option, to the last assignee of Tenant's interest hereunder, within sixty (60) days following the expiration of the Lease Term; provided, if the Stated Amount is reduced while Landlord is holding any such unapplied proceeds, Landlord shall promptly return to Tenant (so long as no Event of Default is continuing) the amount by which such drawable amount will cease proceeds and the remaining balance of the Letter of Credit exceeds the reduced Stated Amount.The use, application or retention of the Letter of Credit, the proceeds or any portion thereof, shall not prevent Landlord from exercising any other rights or remedies provided under this Lease, it being intended that Landlord shall not be required to proceed against the Letter of Credit, and such use, application or retention of the Letter of Credit shall not operate as a limitation on any recovery to which Landlord may otherwise be availableentitled. No trust relationship is created herein between Landlord and Tenant with respect to the Letter of Credit. Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit, any renewal thereof or substitute therefor or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall proceeds thereof be deemed to be or treated as a default under this Lease and Landlord may, at "security deposit" within the meaning of any time during said thirty laws or statutes. The parties hereto (30A) day period, draw upon such Deposit L/C and retain recite that the Letter of Credit is not intended to serve as a security deposit hereunder and any laws, rules and regulations applicable to security deposits in the amount so drawncommercial context ("Security Deposit Laws") shall have no applicability or relevancy thereto and (B) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. As used hereinNotwithstanding the foregoing, to the term "extent any Security Deposit Law in any way: (a) is applicable to this Lease or the Letter of Credit (or any proceeds thereof); or (b) controls Landlord's rights to draw on the Letter of Credit or apply the proceeds of the Letter of Credit to any amounts due under this Lease or any damages Landlord may suffer following termination of this Lease, then Tenant fully and irrevocably waives the benefits and protections of such Security Deposit Law, it being agreed that Landlord may recover from the Letter of Credit (or its proceeds) amounts expressly provided in this Article 4.

Letter of Credit. Tenant has depositedshall deliver to Landlord, and shall maintain on deposit with Landlord at all times during no later than ten (10) Business Days following the initial Term Effective Date, a Letter of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" Credit (as hereinafter defined)) in the amount specified in the Basic Lease Information, as additional security for the full and prompt payment, faithful performance and observance by Tenant of all of the terms, covenants and obligations conditions of this Lease. The Letter of Credit shall be in the form of a clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in San Francisco, California (or which accepts draw requests via overnight courier and/or facsimile) and otherwise satisfactory to Landlord (the “Issuing Bank”), which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Xxxxx’x Investors Service and “AA” or better by Standard & Poor’s Rating Service, and has combined capital, surplus and undivided profits of not less than $2,000,000,000; Landlord hereby approves Silicon Valley Bank (“SVB”) as the initial Issuing Bank and, in connection therewith, approves the form of SVB Letter of Credit attached hereto as Exhibit J. The Letter of Credit shall (a) name Landlord as beneficiary, (b) have a term of not less than one (1) year, (c) permit multiple drawings, (d) be paid, performed and/or observed on the part of Tenant under this Lease and for fully transferable by Landlord without the payment of any fees or charges by Landlord, and all damages for which Tenant, (e) otherwise be in form and content reasonably satisfactory to Landlord. The Letter of Credit shall provide that it shall be final by reason deemed automatically renewed, without amendment, for consecutive periods of any act or omission contrary to any one year each thereafter during the Term (and in no event shall the Letter of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date Credit expire prior to the date sixtieth (60th) day following the Expiration Date) unless the Issuing Bank sends duplicate notices (the “Non- Renewal Notices”) to Landlord by certified mail, return receipt requested or via overnight courier (one of which is thirty shall be addressed “Attention, Chief Legal Officer” and the other of which shall be addressed “Attention, Chief Financial Officer”), not less than sixty (3060) days after next preceding the then expiration date of the Letter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. The Issuing Bank shall agree with all drawers, endorsers and bona fide holders that drafts drawn under and in compliance with the terms of the Letter of Credit will be duly honored upon presentation to the Issuing Bank at an office location in San Francisco, California. The Letter of Credit shall be subject in all respects to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590. Effective on each of the fourth (4th) Lease Year, or if anniversary and the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve seventh (127th) months beyond anniversary of the then current expiry date, Tenant shall, at least thirty Commencement Date (30“Reduction Date”) days prior to the date specified in such Deposit L/C and as being the date on which such drawable amount will cease to be available, or the then current expiry date, long as the case may beReduction Conditions (as hereinafter defined) have been satisfied by Tenant, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions amount of the preceding sentence prior to the commencement Letter of said thirty (30) day period Credit shall be deemed to be a default reduced by $1,000,000.00. For purposes of this Section 6, the “Reduction Conditions” shall mean (a) no Monetary Event of Default has occurred under this Lease from the Commencement Date through and Landlord mayincluding the Reduction Date, (b) for the six (6) month period ending on the Reduction Date, Tenant is occupying at any time during said thirty least fifty percent (3050%) day periodof the Premises, draw upon such Deposit L/C (c) Tenant’s Non-GAAP Net Loss as of the Reduction Date is less than it was on the Commencement Date, and retain as a security deposit hereunder the amount so drawn. As used herein(d) Tenant demonstrates to Landlord’s reasonable satisfaction (i.e., the term "Landlord’s approval of same shall not be unreasonably withheld, conditioned or delayed) that Tenant has sufficient financial strength to meet its rental obligations under this Lease.

Letter of Credit. Tenant has depositedSublessee shall deliver to Sublessor, and shall maintain on deposit with Landlord at all times during upon fulfillment of the initial Term of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") conditions precedent prescribed in the "Required Amount" (as hereinafter defined)Section 6A below, as security protection for the full and prompt payment, faithful performance and observance by Tenant Sublessee of all of the covenants and its obligations to be paid, performed and/or observed on the part of Tenant under this Lease Sublease, and for losses and damages Sublessor suffers (or which Sublessor estimates that it may suffer) as a result of any breach or default by Sublessee under this Sublease, an unconditional, clean, irrevocable negotiable standby letter of credit in the amount of $560,000 (the “Letter of Credit”) with a service and claim point in the city of 28096-1611/134665466.1 Irving, Texas, naming Sublessor as beneficiary, drawn on a bank (the “Bank”) reasonably approved by Sublessor. If Sublessee commits an Event of Default with respect to any provision of this Sublease, including but not limited to the provisions relating to the payment of any Rent, and all damages for which Tenant, shall be final by reason such Event of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after Default continues beyond the expiration of the fourth (4th) Lease Yearany applicable grace, notice, or if cure period set forth herein, Sublessor may draw upon the issuing bank Letter of Credit, without prejudice to any other remedy provided in this Lease or by Applicable Laws, and any such draw on the Letter of Credit shall give written notice not constitute a waiver of any other rights of Sublessor with respect to Landlord that it will such default or failure to perform. The Letter of Credit shall have an expiration date not extend such Deposit L/C earlier than the sixtieth (60th) day after the Sublease Termination Date (or, in the alternative, have a term of not less than one (1) year and be automatically renewable for an additional twelve one (121) months beyond year period unless notice of non-renewal is given by the then current expiry date, Tenant shall, at least issuer to Sublessor not later than thirty (30) days prior to the expiration thereof), shall provide that Sublessor may make partial and multiple draws thereunder, up to the face amount thereof and shall allow for collection by facsimile or other electronic transmittal. In addition, the Letter of Credit shall provide that, in the event of Sublessor’s assignment or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable by Sublessor, without charge and without recourse, to the assignee or transferee of such interest and the bank shall confirm the same to Sublessor and such assignee or transferee. The Letter of Credit shall provide for payment to Sublessor upon the issuer’s receipt of a sight draft from Sublessor (including a sight draft presented by facsimile or electronic transmittal) together with Sublessor’s certificate certifying that Sublessor is entitled to such payment pursuant to the provisions of this Lease, and with no other conditions, and otherwise be in form and content satisfactory to Sublessor. If the Letter of Credit has an expiration date specified in such Deposit L/C as being earlier than the date on which such drawable amount will cease to be availableSublease Termination Date, or then throughout the then current expiry date, as the case may be, either furnish to Landlord a term hereof (including any renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions term) Sublessee shall provide evidence of renewal of the preceding sentence Letter of Credit to Sublessor at least sixty (60) days prior to the commencement date the Letter of said thirty Credit expires. If Sublessor draws on the Letter of Credit pursuant to the terms hereof Sublessee shall within five (305) day period business days after demand replenish the Letter of Credit or provide Sublessor with an additional letter of credit conforming to the requirement of this Section so that the amount available to Sublessor from the Letter of Credit(s) provided hereunder is the amount specified herein. Sublessee’s failure to deliver any replacement, additional or extension of the Letter of Credit, or evidence of renewal of the Letter of Credit, within the time specified under this Lease shall be deemed entitle Sublessor to be a draw upon the Letter of Credit then in effect and, at Sublessor’s election, constitute an event of default under this Lease and Landlord maySublease. If Sublessor liquidates the Letter of Credit as provided in the preceding sentence, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain Sublessor shall hold the funds received from the Letter of Credit as a security deposit hereunder for Sublessee’s performance under this Lease. Sublessor may from time to time and without prejudice to any other remedy provided in this Lease or by Applicable Laws, use all or a portion of the amount so drawnsecurity deposit to the extent necessary to satisfy past due rent or to satisfy any other loss or damage resulting from Sublessee’s breach under this Sublease. As used hereinIf Sublessor uses any portion of the security deposit, Sublessee, within five business (5) days after demand, shall restore the security deposit to its original amount. Sublessor shall not be required to segregate such security deposit from its other funds and no interest shall accrue or be payable to Sublessee with respect thereto. Neither Master 28096-1611/134665466.1 Lessor, nor any lender or any purchaser at any judicial or private foreclosure sale of the Property or any portion thereof shall be responsible to Sublessee for such Letter of Credit or security deposit unless and only to the extent Master Lessor or such lender or purchaser shall have actually received the same. Sublessor shall return the Letter of Credit or the unapplied portion of the security deposit, as applicable, to Sublessee within twenty-one (21) days after the later to occur of the later to occur of the Sublease Termination Date or the date Sublessee surrenders the Premises to Sublessor in the manner required by this Sublease; provided, however, that in no event shall any such return be construed as an admission by Sublessor that Sublessee has performed all of its covenants and obligations hereunder. Provided Sublessee is not in default under this Sublease and has not previously been in default under this Sublease, the term "Letter of Credit may be (i) reduced by an amount equal to one month's Sublease Rent on the 1st anniversary of the Sublease Commencement Date, (ii) further reduced by an amount to one month’s Sublease Rent on the 2nd anniversary of the Sublease Commencement Date, and (iii) further reduced by an amount equal to one month's Sublease Rent on the 3rd anniversary of the Sublease Commencement Date. No automatic reduction in the Letter of Credit amount shall be permitted, it being agreed that Sublessee must first request a reduction in the Letter of Credit amount by written notice to Sublessor, which reduction shall be approved by Sublessor so long as Sublessee has complied with the foregoing requirements. Sublessee may accelerate the foregoing first and second reductions of the Letter of Credit by providing evidence to Sublessor of an equity investment in Sublessee and/or a debt facility accessible (to Sublessor’s reasonable satisfaction) to Sublessee equal or greater than $15 million, and/or evidence reasonably satisfactory to the Sublessor, of profitability for at least three consecutive financial quarters. The Letter of Credit shall be reduced by Sublessee causing the Bank to issue an amendment to the Letter of Credit reflecting the new amount.

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term (a) Upon execution of this Lease, one or more Tenant shall deliver to Landlord an unconditional, irrevocable letter(s) irrevocable, transferable and negotiable standby letter of credit (each a "Deposit the “L/C"”) in the "Required an amount equal to $725,000.00 (“Face Amount" (as hereinafter defined”), issued by a bank or trust company (“Issuer”) and in form and content acceptable to Landlord, in its sole and absolute discretion, as additional security for the full and prompt payment, performance and observance by Tenant of all of the covenants and Tenant’s obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit An L/C in the form attached hereto as Exhibit E is hereby approved by Landlord. The L/C shall name Landlord as beneficiary thereunder and provide that draws, including partial draws, at Landlord’s election, will be issued honored upon the delivery to the Issuer of a certificate signed by a bank reasonably acceptable Landlord, or its authorized agent, that Tenant has failed to Landlord and shall be substantially in perform its obligations under the form of the letter of credit attached hereto on Exhibit D and made a part hereofLease. If any Deposit The L/C provides shall also provide that it will be automatically extended upon each renewal date unless the amount drawable thereunder shall cease Issuer thereof delivers to be available on a date Landlord, no later than forty-five (45) days prior to the stated expiration date which is thirty (30) days after the expiration of the fourth (4th) Lease YearL/C, or if the issuing bank shall give written notice of Issuer’s intent not to Landlord that it will not extend such Deposit or renew the L/C for an additional twelve (12) months beyond C. During any period that Tenant is required to maintain the then current expiry dateL/C, Tenant shall, at least thirty (30) days prior to any expiration or termination of the date specified in such Deposit L/C, provide Landlord either with written confirmation that the existing L/C as being the date on which such drawable amount will cease to be available, automatically extended and renewed or the then current expiry date, as the case may be, either furnish to Landlord with a renewal or extension of such Deposit new L/C or a new Deposit that satisfies all of the requirements for the L/C. Failure C in this Section 39. In addition, upon a proposed sale or other transfer of any interest in the Building, the Land, this Lease or Landlord (including consolidations, mergers, or other entity changes), Tenant, at its sole cost and expense and upon ten (10) Business Days’ notice, shall, concurrent with Landlord’s delivery to comply with the provisions Tenant of the preceding sentence prior then outstanding L/C, deliver to any such transferees, successors, or assigns a replacement L/C on identical terms (except for the commencement stated beneficiary) from the same Issuer or another bank or trust company acceptable to Landlord, in Landlord’s sole discretion, naming the new landlord as the beneficiary thereof. Tenant’s failure to perform or observe any of said thirty (30) day period the covenants set forth in this Section 39 for any reason shall be deemed entitle Landlord to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit on the full amount of the L/C and retain shall constitute an Event of Default under this Lease without the requirement of any notice from Landlord. Any amount(s) drawn under the L/C shall be held or used by Landlord in accordance with the terms of Section 4 of the Lease. (b) On the seventh (7th) anniversary of the Commencement Date, and on the ninth (9th) anniversary of the Commencement Date, if: (i) no prior or current Event of Default has occurred, and no event or condition exists or has occurred which with the passage of time or delivery of notice by Landlord, or both, would constitute an Event of Default, and (ii) Tenant has delivered to Landlord, on or before such anniversary date, financial statements prepared in accordance with generally accepted accounting principles consistently applied, and certified by Tenant’s president, chief financial officer or controller as being complete and accurate, which confirm that for each of the four consecutive calendar quarters immediately preceding the applicable anniversary date, (A) Tenant has a security deposit hereunder tangible net worth of no less than $5,000,000 at the amount so drawn. As used hereinend of each calendar quarter, (B) Tenant has positive pre-tax earnings of no less than $200,000 at the end of each calendar quarter, or no less than $900,000 aggregate for all four quarters, and (C) Tenant has cash and marketable securities of no less than $1,800,000 at the end of each calendar quarter, then the Face Amount of the L/C may be immediately reduced by twenty percent (20%) (the “L/C Burnoff”). (c) Provided that no prior or current Event of Default has occurred, and no event or condition exists or has occurred which with the passage of time or delivery of notice by Landlord, or both, would constitute an Event of Default, then on each of the third (3rd), fourth (4th), fifth (5th), and sixth (6th) anniversaries of the Commencement Date, the term "Face Amount of the L/C may be immediately reduced by ten percent (10%) of the Face Amount existing as of the applicable anniversary of the Commencement Date.

Letter of Credit. Tenant has depositedshall deliver to Landlord, and shall maintain on deposit with Landlord at all times during the initial Term upon execution of this Lease, one or more unconditionala clean, irrevocable letter(s) irrevocable, non-documentary and unconditional letter of credit (each a the "Deposit L/CLetter of Credit") issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking purposes in the State of California (the "Required Amount" (as hereinafter definedIssuing Bank"), as which has outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as "+" or "-" or numerical notation, "Aa" or better by Moodx'x Xxxestors Service and "AA" or better by Standard & Poor's Rating Service, and has combined capital, surplus and undivided profits of not less than $ 500,000,000. Such Letter of Credit shall (a) name Landlord as beneficiary, (b) be in the full and prompt payment, performance and observance by Tenant amount of all $ 2,000,000.00 for the entire term of the covenants and obligations to Lease (c) permit multiple drawings, (d) be paid, performed and/or observed on the part of Tenant under this Lease and for fully transferable by Landlord without the payment of any fees or charges by Landlord, and all damages for which Tenant(e) otherwise be in form and content satisfactory to Landlord. If upon any transfer of the Letter of Credit, any fees or charges shall be final by reason of any act so imposed, then such fees or omission contrary to any of the provisions of this Lease. Each Deposit L/C charges shall be issued payable solely by a bank reasonably acceptable to Landlord Tenant and the Letter of Credit shall be substantially in the form so specify. The Letter of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder Credit shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord provide that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term unless the Issuing Bank sends a notice (the "Non-Renewal Notice") to Landlord by certified mail, return receipt requested, not less than 45 days next preceding the then expiration date of the Letter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. Landlord shall have the right, upon receipt of the Non-Renewal Notice, to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold or apply the cash proceeds of the Letter of Credit pursuant to the terms of this Article. The issuing Bank shall agree with all drawers, endorsers and bona fide holders that drafts drawn under and in compliance with the terms of the Letter of Credit will be a default under this Lease duly honored upon presentation to the Issuing Bank at an office location in San Francisco, California. The Letter of Credit shall be subject in all respects to the Uniform Customs and Landlord mayPractice for Documentary Credits (1993 revision), at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnInternational Chamber of Commerce Publication No. As used herein, the term "500.

Letter of Credit. In lieu of a cash deposit, Tenant ---------------- may deliver the Security Deposit to Landlord in the form of a clean, irrevocable, non-documentary and unconditional letter of credit (the "Letter of --------- Credit") issued by and drawable upon any commercial bank, trust company, ------ national banking association or savings and loan association with offices for banking purposes in the State of California (the "Issuing Bank"), which has deposited------------ outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as "+" or "-" or numerical notation, "Aa" or better by Xxxxx'x Investors Service and "AA" or better by Standard & Poor's Rating Service, and has combined capital, surplus and undivided profits of not less than $ 500,000,000. Such Letter of Credit shall maintain on deposit with (a) name Landlord at all times during as beneficiary, (b) be in the initial Term amount of $345,000.00 for the entire term of this Lease, (c) have a term of not less than one or more unconditionalyear, irrevocable letter(s(d) of credit permit multiple drawings, (each a "Deposit L/C"e) in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance be fully transferable by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for Landlord without the payment of any fees or charges by Landlord, and all damages for which Tenant(f) otherwise be in form and content satisfactory to Landlord. If upon any transfer of the Letter of Credit, any fees or charges shall be final by reason of any act so imposed, then such fees or omission contrary to any of the provisions of this Lease. Each Deposit L/C charges shall be issued payable solely by a bank reasonably acceptable to Landlord Tenant and the Letter of Credit shall be substantially in the form so specify. The Letter of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder Credit shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord provide that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term unless the Issuing Bank sends a notice (the "Non-Renewal Notice") to Landlord by certified mail, return ------------------ receipt requested, not less than 45 days next preceding the then expiration date of the Letter of Credit stating that the Issuing Bank has elected not to renew the Letter of Credit. Landlord shall have the right, upon receipt of the Non-Renewal Notice, to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold or apply the cash proceeds of the Letter of Credit pursuant to the terms of this Article. The issuing Bank shall agree with all drawers, endorsers and bona fide holders that drafts drawn under and in compliance with the terms of the Letter of Credit will be a default under this Lease duly honored upon presentation to the Issuing Bank at an office location in San Francisco, California. The Letter of Credit shall be subject in all respects to the Uniform Customs and Landlord mayPractice for Documentary Credits (1993 revision), at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnInternational Chamber of Commerce Publication No. As used herein, the term "500.

Letter of Credit. Tenant has deposited, Concurrently with the full execution and shall maintain on deposit with Landlord at all times during the initial Term delivery of this Lease and that certain Lease to Tenant for premises at 000 Xxxxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxxxxxx (the “790 Lindaro Lease”), one or more Tenant shall deliver to Landlord an unconditional, clean, irrevocable letter(s) letter of credit (each a "Deposit the “L/-C"”) in the "Required amount set forth in Section 8 of the Summary (the “L-C Amount" (as hereinafter defined”), which L-C shall be in the form required under this Article 21 and shall be issued by Xxxxx Fargo Bank or other money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco Bay Area office which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord (the “Bank”), with a short term Fitch Rating currency rating which is not less than “F2”, and a long term Fitch Rating currency rating which is not less than “BBB+” (an “Approved Bank”). The L-C shall be held by Landlord as security for the full and prompt payment, faithful performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part provisions of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this 790 Lindaro Lease. Each Deposit This Lease and the 790 Lindaro Lease each provide that that an Event of Default under either lease is an Event of Default under the other lease. In no event may an L/-C be provided by JPMorgan Chase Bank, Bank One, or any affiliate of either. The L-C shall be issued by in a bank reasonably acceptable to Landlord form and shall be content substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior similar to the L-C as set forth in Exhibit F, attached hereto. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The L-C shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal, substitution, replacement or extension, for the period from the Lease Commencement Date and continuing until the date which (the “L-C Expiration Date”) that is thirty one hundred twenty (30120) days after the expiration of the fourth Lease Term (4th) Lease Yearas the same may be extended, and subject to the terms of Section 21.6, below), and Tenant shall deliver a new L-C or if the issuing bank shall give written notice certificate of renewal, substitution, replacement or extension to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit expiration of the L/-C as being then held by Landlord, without any action whatsoever on the date on which such drawable amount will cease part of Landlord, (iii) be fully assignable by Landlord at Landlord’s expense to its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be availableotherwise subject to the “International Standby Practices” (ISP 98) International Chamber of Commerce (Publication No. 590). Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be applicable: (1) such amount is then current expiry date, as the case may be, either furnish due and owing to Landlord a renewal under the terms of this Lease or extension the 790 Lindaro Lease, Landlord has provided any notice to Tenant required under the terms of this Lease or the 790 Lindaro Lease, and any grace or cure period applicable to the payment of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default amount has expired under this Lease and or the 790 Lindaro Lease, or (2) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (3) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (4) the Bank has notified Landlord may, at any time during said thirty (30) day period, that the L-C will not be renewed or extended through the L-C Expiration Date. The L-C will be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon such Deposit the L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "-C.

Letter of Credit. (i) Tenant has depositedacknowledges that Landlord is unwilling to execute this Lease unless Tenant provides Landlord with additional security for Tenant’s obligations under the Lease. Therefore, Tenant shall deliver to Landlord, within five (5) Business Days following the date on which Tenant executes and delivers the Lease to Landlord, an Irrevocable Standby Letter of Credit (the “Letter of Credit”) which shall maintain on deposit with Landlord at all times during the initial Term of this Lease(1) be addressed to Landlord, one or more unconditional, irrevocable letter(s(2) of credit (each a "Deposit L/C") be in the "Required Amount" form attached hereto as Exhibit J, (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall 3) be issued by a bank reasonably federally insured financial institution which is acceptable to Landlord and shall in Landlord’s sole discretion, with minimum assets of Ten Billion Dollars ($10,000,000,000.00) (the “Minimum Assets”), upon which presentment may be substantially made in the form City of San Francisco, California, (4) be in an amount equal to $1,207,098.39 (the letter of credit attached hereto on Exhibit D “Minimum Amount”), (5) allow for partial and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a multiple draws thereunder, and (6) have an expiration date prior to the date which is thirty not earlier than sixty (3060) days after the scheduled Term expiration date (as the same may be extended) or in the alternative, have a term of not less than one (1) year and be automatically renewable for additional one (1) year periods unless, on or before the fourth date sixty (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (3060) days prior to the date specified expiration of the term of such Letter of Credit, the issuer of such Letter of Credit gives notice to Landlord of its election not to renew such Letter of Credit for any additional period pursuant thereto. In addition, the Letter of Credit shall provide that, in such Deposit L/C the event of Landlord’s assignment of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord to the assignee without charge to Landlord or approval of the issuer. The Letter of Credit shall provide for same day payment to Landlord upon the issuer’s receipt of a sight draft from Landlord together with Landlord’s certificate certifying that the requested sum is due and payable from Tenant and Tenant has failed to pay, and with no other conditions. Notwithstanding the foregoing, Landlord hereby preapproves Silicon Valley Bank as being the issuer of the Letter of Credit. (ii) Tenant shall, on or before the date which is sixty (60) days prior to the expiration of the Letter of Credit, deliver to Landlord a new Letter of Credit satisfying the foregoing requirements in lieu of the Letter of Credit then being held by Landlord. If the issuer of such existing or new Letter of Credit provides notice of its election to not renew such Letter of Credit for any additional period, Tenant shall be required to deliver a new Letter of Credit on or before the date which such drawable amount will cease is sixty (60) days prior to the expiration of the term of the Letter of Credit then being held by Landlord. If neither a new Letter of Credit nor a renewal of the Letter of Credit is timely delivered to Landlord, then Landlord may (without prejudicing any other right or remedy available to Landlord) draw down the entire Letter of Credit and, until Tenant delivers to Landlord the new Letter of Credit as required by this paragraph, hold the drawn cash as a Security Deposit pursuant to the terms of Section 6(a) above. (iii) The Letter of Credit shall be replaced by a new Letter of Credit if the issuing financial institution: (a) has assets which fall below the Minimum Assets; (b) enters into any form of regulatory or governmental proceeding, including without limitation any receivership instituted or commenced by the Federal Deposit Insurance Corporation (the “FDIC”); (c) is otherwise declared insolvent, is downgraded by the FDIC, is determined to be availableless than well capitalized by the appropriate Federal banking agency under the prompt corrective action rules of the FDIC, or closes for any reason; (d) is removed from Landlord’s list of approved financial institutions, in Landlord’s sole discretion; or (e) in any manner communicates (including without limitation communications sent by or on behalf of the FDIC) its unwillingness to honor the terms of the Letter of Credit; provided, however, Landlord agrees that so long as Silicon Valley Bank: (x) remains a federally insured financial institution with minimum assets equal to at least 90% of the value of its minimum assets as of the date of this Lease, and (y) does not meet any of the criteria set forth in clauses (b), (c) or (e) of this subsection 6(b)(iii), then current expiry dateTenant shall not be required to replace Silicon Valley Bank as the issuer of the Letter of Credit. If Tenant fails to deliver to Landlord the replacement Letter of Credit within ten (10) Business Days following Landlord’s written demand for same, Landlord shall be entitled to draw down the entire Letter of Credit and, until Tenant delivers to Landlord the replacement Letter of Credit as required by this paragraph, hold the drawn cash as a Security Deposit pursuant to the terms of Section 6(a) above. (iv) In the event that either: (A) Tenant is in default under the terms and provisions of the Lease after any applicable notice and/or cure periods, or (B) a Bankruptcy Event has occurred, then Landlord shall have the right, at any time after such event, without giving any further notice to Tenant: (1) to make a partial draw upon said Letter of Credit (and/or Additional Letter of Credit, as defined below, as the case may be) (a) in an amount necessary to cure such default or (b) if such default cannot reasonably be cured by the expenditure of money, either furnish to and Landlord a renewal or extension exercises any rights and remedies Landlord may have on account of such Deposit L/C default, in an amount which, in Landlord’s reasonable opinion, is necessary to satisfy Tenant’s liability on account thereof; or a new Deposit L/C. Failure (2) to comply with draw down the provisions entire amount of the preceding sentence prior to the commencement such Letter of said thirty Credit (30and/or Additional Letter of Credit) day period at such time; and any such amounts received by Landlord shall be deemed to held by Landlord (and need not be a default under segregated or accrue interest unless otherwise required by Law) and applied in accordance with this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain in the same manner as a security deposit hereunder the amount so drawnSecurity Deposit. As used herein, a “Bankruptcy Event” shall mean the term "occurrence of any of the following: (w) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), or (x) an involuntary petition has been filed against Tenant under any chapter of the Bankruptcy Code, or (y) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (z) Tenant executes an assignment for the benefit of creditors.

Letter of Credit. (1) Tenant has depositeddeposited with Owner, at the time of the execution and shall maintain on deposit with Landlord at all times during the initial Term delivery of this Lease, one or more an unconditional, irrevocable letter(s) letter of credit issued by JPMorgan Chase Bank, N.A. (each a referred to as the "Deposit L/CBank"), in favor of Owner, in the sum of THREE HUNDRED SIXTY-EIGHT THOUSAND SIX HUNDRED SEVENTY-TWO and 00/100 ($368,672.00) DOLLARS (referred to as the "Security Amount") in funds available immediately or same day funds in the "Required Amount" (as hereinafter defined)City of New York, as security for the full faithful observance and prompt payment, performance and observance by Tenant of all of the terms, covenants and obligations conditions of this Lease on Tenant's part to be paid, performed and/or observed on the part and performed. Such letter of Tenant under this Lease and credit is (x) for the payment a term of any and all damages for not less than one (1) year which Tenant, term shall be final by reason automatically renewed for successive one (1) year terms, unless the Bank gives not less than one hundred twenty (120) days prior written notice that it will not so renew the letter of any act or omission contrary to any of credit for such successive term and the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form last term of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty end not less than sixty (3060) days after the expiration Expiration Date and (y) in substantially the same form as Exhibit 1. If such letter of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will credit is not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry dateautomatically renewed as aforesaid, Tenant shallagrees to cause the Bank to renew such letter of credit, from time to time, during the Demised Term, at least thirty ninety (3090) days prior to the date specified in expiration of said letter of credit or any renewal or replacement, upon the same terms and conditions. In the event of any transfer of said letter of credit pursuant to Section 36.05, and notice of such Deposit L/C as being the date on which such drawable amount will cease transfer to Tenant, Tenant, within twenty (20) days thereafter, shall cause a new letter of credit to be availableissued by said Bank to the transferee, or upon the then current expiry datesame terms and conditions, in replacement of the letter of credit so transferred and Owner agrees that, simultaneously with the delivery of such new letter of credit, it will return to said Bank the letter of credit being replaced. The letter of credit deposited hereunder, and all renewals and replacements, are referred to, collectively, as the case may be, either furnish to Landlord a renewal or extension "Letter of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions Credit". In amplification and not in limitation of the preceding sentence prior to foregoing, the commencement Letter of said thirty Credit shall expressly provide that (30i) day period the Letter of Credit can be drawn down by presentation of a sight draft only without any other documents or statements, (ii) partial drawings are allowed and (iii) the Letter of Credit shall be deemed to be a default under this Lease transferable by Owner, as beneficiary thereof, without restriction or limitation and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "with all fees paid by Tenant.

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term (1) The Letter of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C Credit shall be issued by a member bank of the New York Clearinghouse Association, in form and substance reasonably acceptable to Landlord Sublessor, and payable upon presentation by Sublessor to such bank of a sight-draft, without presentation of any other documents, statement or authorizations, and shall be substantially in provide (i) for the form continuance of such credit for the period of at least one (1) year from the date of execution hereof, (ii) for the automatic extension of such letter of credit attached hereto on Exhibit D Credit for additional periods of one (1) year from the initial and made a part hereof. If any Deposit L/C provides that each future expiration date thereof (the amount drawable thereunder shall cease last such extension to be available on a date prior to provide for the date which is thirty continuance of such Letter of Credit for at least three (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (123) months beyond the then current expiry dateExpiration Date) unless such bank gives Sublessor notice of its intention not to renew such Letter of Credit, Tenant shall, at least thirty (30) not less than forty-five days prior to the initial or any future expiration date specified of such Letter of Credit, (iii) that in the event such notice is given by such bank, Sublessor shall have the right to draw on such bank at sight for the balance remaining in such Deposit L/C as being Letter of Credit and hold and apply the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply proceeds thereof in accordance with the provisions of this Sublease, (iv) partial draws shall be permitted and (v) the preceding sentence prior Letter of Credit shall be freely transferable (without costs or fees payable by Sublessor). (2) In the event that Sublessor transfers its right, title and interest under this Sublease to a third party and the issuing bank does not consent to the commencement transfer of said thirty such Letter of Credit to such third party, Sublessor may draw on the Letter of Credit, and the proceeds of such Letter of Credit shall then be held and applied as security (30and be replenished, if necessary) day period as herein provided. (3) Sublessor shall be deemed have the right to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon the Letter of Credit (or portions thereof) in order to remedy any default by Sublessee. If Sublessor shall have drawn upon the Letter of Credit to remedy any default by Sublessee, Sublessee, within ten (10) business days after notice of such Deposit L/C reduction, deliver to Sublessor a replacement Letter of Credit or an additional Letter of Credit, in form and retain as a security deposit hereunder substance satisfactory to Sublessor, issued by the same bank (or other bank satisfactory to Sublessor) in the amount so drawn. As used herein, necessary to restore the term "Letter of Credit to the Security Deposit amount.

Letter of Credit. No later than May 15, 2001, Tenant has deposited, and shall maintain on deposit with deliver to Landlord at all times during the initial Term of this Lease, one or more an unconditional, irrevocable letter(s) and renewable letter of credit (each a "Deposit L/CLetter of Credit") in favor of Landlord in a form approved by Landlord, issued by a bank approved by Landlord with a branch located in Denver, Boulder or Westminster, Colorado, (which approval shall not be unreasonably withheld, conditioned or delayed) in the principal amount ("Required Stated Amount" (as hereinafter defined)") specified below, as security for the full and prompt payment, faithful performance and observance by Tenant of all of the covenants terms, provisions and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions conditions of this Lease. Each Deposit L/C If Tenant fails to deliver the Letter of Credit by May 15, 2001, and such failure is not cured within five (5) days after written notice to Tenant, then such failure shall be an Event of Default hereunder. If the issuer of the Letter of Credit shall become insolvent or fail to maintain at least an "A" issuer rating under the Thomson Financial Bank Watch or an equivalent rating service reasonably selected by Landlord, then Tenant shall, within thirty (30) days of receipt of Landlord's written notice, cause a replacement Letter of Credit to be issued by a bank reasonably acceptable to Landlord and that qualifies under the foregoing requirements. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Letter of Credit. The Stated Amount shall be substantially in Five Hundred Fifty Thousand Dollars ($550,000.00); provided, however, that upon the form dates specified below ("Adjustment Dates"), the Stated Amount shall be reduced to the following amounts: 4th $ 366,667.00 5th $ 183,334.00 6th $ 0.00 However, if (i) an Event of Default occurs under this Lease, or (ii) circumstances exist that would, with notice or lapse of time, or both, constitute an Event of Default, and Tenant has failed to cure such circumstance within the time period permitted by Section 16 or such lesser time as may remain before the relevant Adjustment Date as provided above (including, without limitation, a failure to deposit the cash Security Deposit pursuant to Section 4.4.2 below), the Stated Amount shall not thereafter be reduced unless and until such default or circumstance shall have been fully cured pursuant to the terms of this Lease, at which time the Stated Amount may be reduced as hereinabove described. The Letter of Credit shall state that an authorized officer or other representative of Landlord may make demand on Landlord's behalf for the Stated Amount of the letter Letter of credit attached hereto on Exhibit D Credit, or any portion thereof, and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date issuing bank must immediately honor such demand, without qualification or satisfaction of any conditions, except the proper identification of the party making such demand, and the signed certification of such party that (a) an Event of Default by Tenant has occurred under the Lease and that Tenant has not cured such Event of Default within the applicable grace or cure periods provided under this Lease and/or (b) the term of the Letter of Credit will expire prior to the date which is thirty (30) days after following the last day of the Term and has not been extended, nor has a new Letter of Credit for an extended period of time been substituted at least thirty (30) days prior to the expiration of the fourth (4th) Lease YearLetter of Credit. In addition, or if the Letter of Credit shall indicate that it is transferable in its entirety by Landlord as beneficiary and that upon receiving written notice of transfer, and upon presentation to the issuing bank of the original Letter of Credit, the issuer or confirming bank will reissue the Letter of Credit naming such transferee as the beneficiary. Tenant shall give pay to Landlord, within thirty (30) days following written notice request therefor, any transfer fee payable by Landlord to the issuer in connection with such transfer; provided, however, that Tenant shall not be obligated to pay for more than one (1) transfer in any twenty-four (24) month period (Landlord that to pay for any transfers subsequent to the first such transfer in any such twenty-four (24) month period). If the term of the Letter of Credit held by Landlord will expire prior to thirty (30) days following the last day of the Term and it will is not extend such Deposit L/C extended, or a new Letter of Credit for an additional twelve (12) months beyond the then current expiry date, Tenant shallextended period of time is not substituted, at least thirty (30) days prior to the date specified expiration of the Letter of Credit, then Landlord shall be entitled to make demand for the Stated Amount of said Letter of Credit and, thereafter, to hold such funds in accordance with this Section 4.4. The Letter of Credit and any such Deposit L/C proceeds thereof shall be held by Landlord as being security for the date on faithful performance by Tenant of all of the terms, covenants and conditions of this Lease. If Tenant fails to perform fully and timely all or any of Tenant's covenants and obligations hereunder, Landlord may (but shall not be required to) draw upon all or any portion of the Stated Amount of the Letter of Credit, and Landlord may then use, apply or retain all or any part of the proceeds for the payment of any sum which is in default, or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant's failure or to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant's failure. If any portion of the proceeds of the Letter of Credit are so used or applied, Tenant shall, within ten (10) days after demand therefor, post an additional Letter of Credit in an amount to cause the aggregate amount of the unused proceeds and such drawable amount will cease new Letter of Credit to equal the total Stated Amount required in this Section 4.4.1 above. Landlord shall not be required to keep any proceeds from the Letter of Credit separate from its general funds. Should Landlord sell its interest in the Premises during the Term, Landlord shall deposit with the purchaser thereof the Letter of Credit or any proceeds of the Letter of Credit, and provided that such purchaser agrees in writing to be available, or bound by the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension terms of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior this Lease that apply to the commencement Letter of said thirty (30) day period Credit under this Section 4.4.1 as assignee of Landlord, thereupon Landlord shall be deemed discharged from any further liability with respect to be a default under this Lease the Letter of Credit and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "proceeds.

Letter of Credit. Tenant has deposited, (a) Simultaneously with Tenant’s execution and shall maintain on deposit with Landlord at all times during the initial Term delivery of this Lease, one Tenant shall deliver to Landlord an irrevocable and unconditional Letter of Credit (herein, together with all replacements thereof, being called the “Letter of Credit”) issued by Bank of America, N.A., SunTrust Bank, or more unconditional, irrevocable letter(s) another bank or financial institution acceptable to Landlord. Said Letter of credit (each a "Deposit L/C") Credit shall be in the "Required Amount" initial amount of $564,132.00 and may provide that the amount outstanding thereunder shall be reduced by $188,044.00 on the first (as hereinafter defined1st) day of each of the twenty third (23rd), as security for the thirty fifth (35th) and forty seventh (47th) full and prompt payment, performance and observance by Tenant of all calendar months of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions term of this Lease. Each Deposit L/C The term of the Letter of Credit shall extend from the Commencement Date (as defined in Paragraph 2 of this Lease) through the forty sixth (46th) full calendar month of the term of this Lease. At Tenant’s option, the initial Letter of Credit may be for a term of not less than one (1) year, and, in such event, such Letter of Credit shall be issued extended by Tenant for periods of not less than one (1) year each so that the Letter of Credit, as extended and replaced, remains continually in existence during the entire period required in this Paragraph 4. Notwithstanding any provision to the contrary herein, if such Letter of Credit is for a bank reasonably acceptable term shorter than the entire period required for the Letter of Credit in this Paragraph 4 (i.e., the entire period commencing on the Commencement Date as defined in Paragraph 2 of this Lease and ending on the forty sixth (46th) full calendar month of the term of this Lease), Landlord, without any further notice to Landlord and shall be substantially Tenant, may draw upon the entire amount of the Letter of Credit in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder event Landlord shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shallreceive, at least thirty (30) days prior to the expiration date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C Letter of Credit, written confirmation from the bank that issued the Letter of Credit confirming that the Letter of Credit will remain in existence for at least the next one (1)-year period or a new Deposit L/C. Failure replacement Letter of Credit in form and substance identical to comply said Letter of Credit so expiring and otherwise satisfying the obligations herein. The failure of Tenant to provide such written confirmation or such replacement Letter of Credit in accordance with the provisions hereof for any expiring Letter of Credit shall be an event of default by Tenant under this Lease and shall entitle Landlord to exercise any and all remedies provided in this Lease or otherwise available to Landlord. (b) The Letter of Credit shall be in form acceptable to Landlord and shall provide that the only condition to a draw under the Letter of Credit shall be the presentation by Landlord of a sight draft and a statement by Landlord that Landlord is entitled to draw upon the Letter of Credit in accordance with this Lease. The Letter of Credit shall be transferable by Landlord only to a new owner of the preceding sentence prior Property, in whole, without cost to Landlord, and without limit on the commencement number of said such transfers. Tenant shall pay all costs as to any such transfer and shall take all steps necessary by Tenant, if required, for any such proposed transfer of the Letter of Credit. If Tenant fails to pay such costs or take such steps in connection with a proposed transfer of the Letter of Credit, then Landlord, without any further notice to Tenant, may draw upon the Letter of Credit in whole or in part (at Landlord’s option) and may transfer the proceeds of such draw. The Letter of Credit may be drawn in whole or in part by Landlord (at Landlord’s option) from time to time (and more than one time for partial draws) upon the occurrence of any monetary default by Tenant under this Lease, which default is not cured within any applicable cure period (provided, however, that if the giving of any notice of default by Landlord is barred by applicable law, no such notice shall be required as a condition to Landlord’s draw under the Letter of Credit, and Landlord may draw upon the Letter of Credit notwithstanding that no such notice was given and no such cure period commenced), and without any further notice to Tenant. Landlord shall apply the proceeds of the Letter of Credit to monetary amounts owed by Tenant under this Lease. In no event shall any such application by Landlord cure any default by Tenant under this Lease. Notwithstanding the foregoing, if Landlord draws upon the Letter of Credit under a circumstance where Tenant is continuing to occupy the Premises and neither this Lease nor Tenant’s right to possession under this Lease have been terminated by Landlord, then, if Tenant cures all defaults under this Lease and provides Landlord with a replacement letter of credit satisfying all of the requirements and conditions herein for the Letter of Credit, Landlord shall pay over to Tenant all the unapplied portion of the proceeds from Landlord’s draw under the Letter of Credit. Such payment shall be made within thirty (30) day period days after Landlord’s receipt of the aforementioned replacement letter of credit. Furthermore, in no event shall the Letter of Credit, or Landlord’s right to draw upon the Letter of Credit, be affected or impaired by (A) the waiver, compromise, settlement, termination or other release of the performance or observance by any person liable or to become liable for the obligations under this Lease; (B) the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in this Lease; (C) the voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or any similar proceeding affecting Tenant, or any allegation or contest of the validity of this Lease; or (D) the taking or the omission of any of the actions referred to in this Lease. (c) Upon Landlord’s acceptance of the Letter of Credit tendered by Tenant, such Letter of Credit shall be deemed to be a default have satisfied all form and substance requirements under this Lease and Landlord maySpecial Stipulation (other than the obligation to continue or renew such Letter of Credit, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "if applicable).