Common use of Letter of Credit Clause in Contracts

Letter of Credit. The Security Deposit may be made in the form of a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit).

Letter of Credit. The Security 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 may 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 made 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 a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may 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 by overnight delivery and can be made via available on a copy thereof in lieu of the original in the event of a partial draw) and an affidavit date prior to the effect that “default has occurred under this Lease and the person requesting the draw date which is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until after the expiration of the initial or renewal term of the letter of creditfourth (4th) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two monthsLease Year, or (y) if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional one twelve (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by 12) months beyond the then current beneficiaryexpiry date, cause a replacement letter of credit 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 issued (provided proper affidavit by available, or the beneficiary is made regarding then current expiry date, as the loss case may be, either furnish to Landlord a renewal or destruction extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the letter preceding sentence prior to the commencement of credit).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. The In addition to the Security Deposit may be made in the form and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of a this Lease, an irrevocable stand-by letter of credit if in the issuer thereof amount of One Hundred Sixty Six Thousand Two Hundred Twenty-Nine Dollars ($166,229.00). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by Silicon Valley Bank or by another financial institution located in Orange County and which is approved acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of December 31, 2005, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Such draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in advance its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation full amount of the letter of credit (which may be by overnight delivery and can be made via a copy thereof drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in lieu of the original Landlord’s sole and absolute discretion as provided in the event foregoing, if the amount of a partial drawany such draw(s) and an affidavit shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the effect that “default has occurred applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease and the person requesting the draw is authorized on behalf or at law or in equity as a result of the then current beneficiary to make default, as a setoff for full or partial compensation for the draw and receive the proceeds.” default. If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term any portion of the letter of credit) of any letter of credit posted hereunderis drawn after a default by Tenant, and Tenant shall not have renewed or replaced within five (in accordance with the foregoing5) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, days after written demand by Landlord may immediately draw down on restore the letter of credit, and hold the proceeds thereof as . Failure to so restore said letter of credit within said five (5) days shall be a cash security deposit or apply in accordance with the terms hereofdefault by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late more than once during the applicable previous twelve (12)-month period with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize in writing consecutive reductions to the principal amount of the letter of credit Security Deposit is lost or destroyed, Tenant shall in the amount of Thirty Three Thousand Two Hundred Forty-Six Dollars ($33,246.00) each upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction expiration of the letter twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), and forty-eighth (48th) months of credit)the Term.

Letter of Credit. The Security Deposit may shall be made in the form of a letter of credit if the issuer thereof is approved by Landlord in advance an unconditional and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the irrevocable letter of credit (“Letter of Credit”) in a form and content reasonably satisfactory to Landlord, and issued by a national bank reasonably satisfactory to Landlord. The Letter of Credit shall either (i) expire on the date which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days after the Expiration Date (the “LC Date”) or (ii) be automatically self-renewing (i.e., an “evergreen” letter of credit), until Landlord shall remain until be required to return the expiry Letter of Credit to Tenant pursuant to the terms of this Lease. In the event the issuing national bank shall either fail to renew such an “evergreen” Letter of Credit at least thirty (30) days prior to the expiration date thereof, or at any time advise Landlord that it will no longer renew such Letter of Credit, a renewed or replacement Letter of Credit shall be delivered to Landlord no later than fifteen (or until 15) days prior to the expiration of the initial or renewal term Letter of the letter of credit) of any letter of credit posted hereunderCredit then held by Landlord, and Tenant shall not have in the event Landlord fails to timely receive the renewed or replaced (in accordance with the foregoing) such letter replacement Letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such eventCredit, Landlord may shall have the right to immediately draw down on the letter full amount of credit, the Letter of Credit and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereofprovisions of this Article 3. If Default by Tenant shall occur under this Lease, Landlord may, but shall not be required to, from time to time, without prejudice to any other remedy, draw down on and use, apply or retain the whole or any part of the Letter of Credit for the payment of any Rent or any other sum then due and payable to Landlord under this Lease or then in default or to compensate Landlord for any other loss or damage which Landlord may suffer (to the extent permitted to be recovered by Landlord under this Lease) by reason of such Default by Tenant, including, without limitation, reasonable costs and reasonable attorneys’ fees incurred by Landlord to recover possession of the Premises (any such amount retained by Landlord (as opposed to then used or applied) shall be held as cash security in accordance with the provisions of this Article 3). In the event that of a transfer of Xxxxxxxx’s interest in the letter Property, Landlord shall transfer the Letter of credit Security Deposit is lost or destroyedCredit to the transferee, and Tenant and the issuer shall upon request by thereafter be bound to the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by transferee Tenant Name: Alkami Technology Building Name: Granite Park Three under the beneficiary is made regarding the loss or destruction terms of the letter Letter of credit)Credit. This provision shall apply to every transfer or assignment made of the Letter of Credit to a new landlord. The Letter of Credit shall not be assigned (except in connection with a permitted assignment of this Lease) or encumbered by Tenant and any attempted assignment or encumbrance by Tenant in violation thereof shall be void.

Letter of Credit. The Security Deposit may be made 15.01 Simultaneously with the execution and delivery of this Lease, Tenant shall deliver to Landlord a clean, irrevocable letter of credit in the Letter of Credit Amount (as defined in Article 1) in the form of a letter of credit if the issuer thereof is approved attached hereto as Exhibit L or otherwise satisfactory in form and content to Landlord and issued by an FDIC insured bank located in Boston reasonably satisfactory to Landlord in advance favor of Landlord. During the Term hereof, including any extensions thereof, or for any period that Tenant remains in possession of the premises following the expiration of the term, or for any period Tenant has obligations hereunder to Landlord that remain unsatisfied following the expiration of the term (as may be extended), and for ninety (90) days after the form thereof latest to occur of the foregoing (i) is approved in advance by i.e., the Landlord; expiration of the term (ii) provides that it is automatically renewable for a term of no less than one (1) year unless as may be extended), the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable date on which Tenant vacates and assignable by yields up the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of premises, etc.), the letter of credit (shall be held to ensure the full and timely performance of Tenant’s obligations under this Lease; which letter of credit may be drawn upon by overnight delivery Landlord and can be made via a copy thereof in lieu applied from time to time against outstanding obligations of the original in the event of a partial draw) and an affidavit Tenant hereunder without notice or demand. Tenant shall have no right to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary require Landlord to make the so draw and receive apply the proceeds.” If the Security Deposit is made in the form of a letter of credit, it nor shall Tenant be an immediate default hereunder with entitled to credit the same against rents or other sums payable hereunder. During the entire Term hereof, including any extension thereof, Tenant shall cause said letter of credit to be renewed, in identical form to that delivered herewith, no notice or cure period required, if less later than thirty (30) days shall remain until prior to the expiry date (or until the of expiration of same. Without limiting any other remedies of Landlord, in the initial or renewal term event that Tenant fails to renew any letter of credit given hereunder at least thirty (30) days prior to the date of expiration thereof, then Landlord shall have the right to draw down the entire amount of said letter of credit and hold such sums as a cash deposit. If and to the extent that Landlord makes such use of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or any part thereof, the sum so applied by Landlord (y) an additional one (1)-year period. In such event, Landlord may immediately draw down from cash or from a drawing on the letter of credit) shall be restored to the letter of credit (or by a new letter of credit equal to the difference) by Tenant forthwith upon notice from Landlord, and hold failure to so restore (within the proceeds thereof as grace period applicable to Base Rent hereunder) shall be a cash security deposit or apply default hereunder giving rise to all of Landlord’s rights and remedies applicable to a default in accordance with the terms hereofpayment of rent. In the event that of a change of circumstance relating to the bank issuing the letter of credit, or Landlord otherwise believes the financial conditions of the issuing bank has been degraded, Landlord reserves the right to require Tenant to replace the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause from time to time with a replacement substitute similar letter of credit issued by another bank satisfactory to be issued (provided proper affidavit by Landlord. In addition, in the beneficiary is made regarding event of a termination based upon the loss default of Tenant under the Lease, or destruction a rejection of the letter Lease pursuant to the provisions of credit)the Federal Bankruptcy Code, Landlord shall have the right to draw upon the 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 filing of the petition for protection under the Federal Bankruptcy Code. Tenant hereby covenants and agrees not to oppose, contest or otherwise interfere with any attempt by Landlord to draw down from said Letter of Credit including, without limitation, by commencing an action seeking to enjoin or restrain Landlord from drawing upon said Letter of Credit. 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 it 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. 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 of the Building or mortgagee, as the case may be.

Letter of Credit. The Security Deposit may be made in Upon the form execution of a letter of credit if the issuer thereof is approved this Lease by Landlord in advance and the form thereof Tenant, Tenant shall deliver to Landlord a Letter of Credit (i) is approved issued by a bank authorized to do business in advance by the Landlord; State of Hawaii, (ii) provides that it is automatically renewable for a term the sum of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; $63,082.10, and (iii) provides in such form as shall be reasonably required by Landlord (the "Letter of Credit"). The Letter of Credit shall provide that it is expressly transferable and assignable by Landlord may draw upon the then current beneficiary without Letter of Credit upon the consent or joinder occurrence of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation any of the letter events described in Section 19 of credit (which may be this Lease, to satisfy any amounts owed by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred Tenant under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereofof this Lease. The Letter of Credit shall commence on November 1, 1996 and shall expire on November 1, 2001. In the event that the letter bank issuing the Letter of credit Security Deposit is lost or destroyedCredit (the "Bank") notifies Landlord that the Bank will not renew the --- Letter of Credit on its annual expiration date and thus the Letter of Credit will expire prior to November 1,2001, Tenant such occurrence shall upon request by be deemed a default under this Lease. Upon Landlord's receipt of such notice, Landlord shall be entitled to pursue any and all remedies provided to Landlord under Section 20 of this Lease. In addition to -------- such remedies, Landlord may draw down the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction remaining balance of the letter Letter of credit)Credit as liquidated damages for Tenant's default under this Lease. Landlord and Tenant hereby acknowledge that they understand and have agreed that in such event, the injury or damages to Landlord will be difficult and/or expensive to determine in view of: Landlord's financial commitments with respect to the Building, the difficulty in obtaining a new tenant for the Premises and the nature of the rental market for commercial space in Honolulu, Hawaii. AS A REASONABLE ESTIMATE OF LANDLORD'S FAIR COMPENSATION FOR ANY INJURY OR DAMAGES RESULTING FROM SUCH DEFAULT, THE PARTIES AGREE THAT THE SUMS TO BE DRAWN UNDER THE LETTER OF CREDIT SHALL BELONG TO LANDLORD AS LIQUIDATED DAMAGES. Landlord may, in addition to the aforesaid damages, pursue any other remedy, including specific performance, permitted by law or equity. All costs, including reasonable attorneys' fees, incurred by reason of Tenant's default shall be borne by Tenant, regardless of whether or not a lawsuit is filed."

Letter of Credit. The Security Deposit may be made in Subject to the form final grammatical paragraph hereof, upon execution of a this Lease, Tenant shall deliver to Landlord, as security for the performance of Tenant’s covenants and obligations under this Lease, an original irrevocable standby letter of credit (the “Letter of Credit”) in the amount of Twenty Dollars ($20.00) per rentable square foot of the Premises (which amount will total Three Million Two Hundred Fifty Eight Thousand One Hundred Twenty Dollars ($3,258,120.00) if the issuer thereof Premises consist of 162,906 rentable square feet of space), naming Landlord as beneficiary, which Landlord may draw upon to cure an Event of Default under this Lease (or any breach under this Lease where there exist circumstances under which Landlord is approved enjoined or otherwise prevented by operation of law from giving to Tenant a written notice which would be necessary for such failure of performance to constitute an Event of Default under this Lease). For avoidance of doubt, in no event shall Landlord draw upon the Letter of Credit without prior notice to Tenant. Any such draw on the Letter of Credit shall not constitute a waiver of any other rights of Landlord with respect to such Event of Default. The Letter of Credit shall be issued by a major commercial bank reasonably acceptable to Landlord, with a San Francisco, California, or New York, New York, service and claim point for the Letter of Credit, have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for alternative, have a term of no not less than one (1) year and be automatically renewable for an additional one (1) year period unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it renewal is expressly transferable and assignable given by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; issuer to Landlord not later than sixty (iv60) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition days prior to the draw expiration thereof). At any time after the Expiration Date of this Lease is determined, Tenant may amend the presentation Letter of Credit to provide an outside expiration date for the Letter of Credit that is at least sixty (60) days following the Expiration Date of this Lease. Landlord shall sign any consent to such amendment that is required by the issuing bank for the issuance of the letter amendment and shall provide that Landlord may make partial and multiple draws thereunder, up to the face amount thereof. If, at any period while the Letter of credit (which may Credit is required to be by overnight delivery and can be made via a copy thereof in lieu effect hereunder, the financial condition of the original issuing bank materially deteriorates from the financial condition as of the date of Landlord’s initial approval of the bank (as evidenced by a material drop in Standard & Poor’s financial services rating for such bank), then Landlord may, by written notice to Tenant, require that Tenant replace the Letter of Credit with a Letter of Credit issued by a major commercial bank then reasonably acceptable to Landlord. In addition, the Letter of Credit shall provide that, in the event of a partial drawLandlord’s assignment or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord, without charge to Landlord (transfer fees shall be the responsibility of Tenant) and an affidavit without recourse, to the effect 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 a statement by Landlord that “default the requested sum is due and payable from Tenant to Landlord in accordance with the provisions of this Lease, shall be in the form attached hereto as Exhibit E, and otherwise be in form and content reasonably satisfactory to Landlord. If the Letter of Credit has occurred an expiration date earlier than sixty (60) days after the Expiration Date, then throughout the Lease term (including any renewal or extension of the Lease term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date 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 requirements of this paragraph so that the amount available to Landlord from the Letter(s) of Credit provided hereunder is the amount specified in Paragraph 2.d. above (as the same may have been increased or reduced pursuant to the final grammatical paragraph of this Paragraph 6); provided, however, that during the Construction Period, in no event may Landlord draw on the Letter of Credit, or will Tenant be required to replenish the Letter of Credit, beyond an amount which, together with any other sums paid by Tenant to Landlord hereunder, exceeds the limitation on liability described in Paragraph 25.b.6 below. 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 entire balance of the Letter of Credit then in effect. 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, this Paragraph 6 shall be deemed a security agreement for such purposes and for purposes of Division 9 of the California Commercial Code, Landlord shall be deemed to hold a perfected, first priority security interest in such funds, and Tenant does hereby authorize Landlord to file such financing statements or other instruments as Landlord shall deem advisable to further evidence and/or perfect such security interest. Landlord 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 holder of a Superior Interest (as defined in Paragraph 21 below), nor any purchaser at any judicial or private foreclosure sale of the Real Property or any portion thereof, shall be responsible to Tenant for such security deposit unless and only to the extent such holder or purchaser shall have actually received the same. Within sixty (60) days following the expiration or earlier termination of this Lease, Landlord shall return to Tenant the Letter of Credit then held by Landlord; provided, however, that (i) Landlord may first draw on the Letter of Credit in the amount determined by Landlord in good faith that is needed to cure any breach by Tenant under this Lease that exists as of such expiration or termination of the Lease and (ii) in no event shall any such return be construed as an admission by Landlord that Tenant 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, to the extent the same limit the rights of Landlord to apply any security deposit or govern the time period in which any security deposit must be returned to Tenant, it being agreed that the terms of this Paragraph 6 shall govern Landlord’s right to apply, and obligation to return any security deposit, and, without limitation of the scope of such waiver, acknowledges that Landlord may use all or any part of the funds from the Letter of Credit to compensate Landlord for damages resulting from termination of this Lease and the person requesting tenancy created hereunder (including, without limitation, damages recoverable under California Civil Code Section 1951.2). Notwithstanding the draw above, if any Expansion Increment or First Offer Increment is authorized on behalf added to the leased Premises pursuant to Paragraph 58 or 59 below, the amount of the Letter of Credit required hereunder shall, effective as of the applicable Expansion Increment Commencement Date or First Offer Increment Commencement Date, be increased so that, based on the new total rentable square footage of the Premises with the subject Expansion Increment or First Offer Increment added thereto, the amount of the Letter of Credit is the same amount per rentable square foot of the Premises that was in effect on the date immediately prior to the date the subject Expansion Increment or First Offer Increment (as applicable) was added to the Premises (which amount per rentable square foot may have previously been reduced pursuant to the remaining provisions of this Paragraph 6). Further, if required pursuant to the provisions of Paragraph 13.h. below, the amount of the Letter of Credit shall be additionally increased by the sum of Ten Million Dollars ($10,000,000.00). Tenant may from time to time during the Lease term, but not more than once during any twelve (12) month period, submit to Landlord for Landlord’s review, accurate and complete financial information showing Tenant’s then current beneficiary financial situation. Upon Landlord’s receipt of such information, accompanied by Tenant’s written request that Landlord review the same (which written request shall expressly refer to make this Paragraph 6), Landlord will review Tenant’s financial information and advise Tenant in writing of whether Landlord will permit a reduction in the draw amount of the Letter of Credit. Landlord’s evaluation shall take into account the following criteria (the “Security Criteria”): Tenant’s then current financial situation, Tenant’s payment history under this Lease, Tenant’s remaining financial obligations under the Lease and receive customary security requirements for comparable leases in comparable buildings in San Francisco with comparable improvements. Tenant acknowledges that Landlord is under no obligation to agree to a reduction in the proceeds.” If amount of the Letter of Credit if Landlord concludes, based on Landlord’s good faith review of Tenant’s financial information, that the amount of the Letter of Credit in place is the proper amount of security taking into account the Security Deposit Criteria. Notwithstanding the foregoing, at such time during the initial Lease term that Tenant’s total obligation for Monthly Rent and Additional Rent under Paragraphs 5 and 7 hereof for the remainder of the initial Lease term is made less than the required face amount of the Letter of Credit, then, upon Tenant’s written request, Landlord shall be required to agree to a reduction of the amount of the Letter of Credit to such remaining obligation regardless of the Security Criteria, except that Tenant shall not be entitled to the reduction if there exists a monetary default by Tenant under this Lease or a material breach of any non-monetary obligation under this Lease, but Tenant shall be entitled to such reduction upon the cure of such breach. Further, notwithstanding anything to the contrary herein, Tenant may request such reductions as frequently as quarterly once Tenant’s total obligation under Paragraphs 5 and 7 of the Lease for the remainder of the initial Lease term are less than the required amount of the Letter of Credit. If Tenant exercises a Renewal Option under Paragraph 60 below, the amount of the Letter of Credit during the renewal term shall be governed by Paragraph 60.b. below. Notwithstanding the first sentence of this Paragraph 6, upon the execution of this Lease, Tenant may deposit with Landlord a cash payment equal to the required amount of the Letter of Credit, which cash payment shall be held by Landlord as security for Tenant’s obligations under this Lease. Tenant shall replace the cash security deposit with the Letter of Credit (in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less required above) not later than thirty sixty (3060) days following the date of this Lease and Tenant’s failure to deliver the Letter of Credit (in the required form) by such date shall remain constitute an Event of Default under Paragraph 25.a. below entitling Landlord to the remedies in Paragraph 25.b. below. During the period that Landlord holds the cash payment as security, the provisions in the first grammatical paragraph of this Paragraph 6 that apply to the cash held by Landlord after a liquidation of the Letter of Credit shall apply to the security. At such time as Landlord receives the Letter of Credit (in the required form) Landlord shall refund to Tenant the cash security, less any amounts applied by Landlord from such funds on account of any Event of Default. Notwithstanding anything to the contrary in Paragraph 4.e. below, Landlord shall not be required to make any disbursements of Landlord’s Allowance until the expiry date (or until Letter of Credit has been received by Landlord in the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, required form and Tenant failure to disburse Landlord’s Allowance during such period shall not have renewed or replaced (in accordance with constitute a Landlord Delay for any purpose under the foregoing) such letter provisions of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Paragraph 4.

Letter of Credit. The Security Deposit may be made in At any time during the form of Term, Tenant shall have the right to deliver to Landlord a letter of credit if in the issuer thereof is approved amount of the Security Deposit, to be held by Landlord in advance and as security for the form thereof (i) is approved in advance performance by the Landlord; (ii) provides that it is automatically renewable for a term Tenant of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may obligations to be performed by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred it under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year periodLease. In such event, Landlord may immediately shall refund the cash Security Deposit and all accrued interest thereon to Tenant within fifteen (15) days after receipt of such letter of credit. The letter of credit (and each replacement or renewal thereof) shall (i) be irrevocable, (ii) be issued by NationsBank, N.A. or another national bank having an office in Washington, D.C. or Fairfax County, Virginia, which has net assets of $50,000,000 or more, (iii) be for a term of not less than 12 months after the date of issuance, and (iv) authorize Landlord to draw down thereon by a sight draft delivered to the issuing bank accompanied by an affidavit of a general partner, or executive officer, of Landlord that an Event of Default has occurred and is continuing or that Tenant has failed to deliver a replacement letter of credit within the time required by this subsection. Tenant shall, on or before the 30th day before the expiration date of the letter of credit then being held by Landlord under this subsection, deliver to Landlord an extension or renewal of the letter of credit for a period of not less than 12 months. Tenant shall extend or renew the letter of credit, and hold or any extension or renewal thereof, for successive periods of at least 12 months each throughout the proceeds thereof as a cash security deposit Term. Upon the occurrence of an Event of Default or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause Tenant's failure to deliver a replacement letter of credit within the time required by this subsection, Landlord shall be authorized to draw on the letter of credit then being held by it. Landlord shall receive, hold and apply the proceeds of the letter of credit in the same manner and on the same terms as the Security Deposit. All references in this Lease to the "Security Deposit" shall be issued (provided proper affidavit by deemed to include the beneficiary is made regarding the loss or destruction proceeds of the letter of credit).

Letter of Credit. The Security Deposit may be made in the form Simultaneously with Lessee’s delivery to Lessor of a letter of credit if the issuer thereof is approved by Landlord in advance this Lease and the form thereof (i) is approved in advance first month’s Base Rent, Lessee shall deliver to Lessor, as collateral for the full and faithful performance by the Landlord; (ii) provides that it is automatically renewable for a term Lessee of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice all of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred its obligations under this Lease and the person requesting the draw is authorized on behalf for all losses and damages Lessor may suffer as a result of the then current beneficiary to make the draw any default by Lessee under this Lease, an irrevocable and receive the proceeds.” If the Security Deposit is made 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 letter solvent bank under the supervision of creditthe Superintendent of Banks of the State of California, it 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 an immediate default hereunder with no notice (a) at sight and irrevocable, (b) maintained in effect, whether through replacement, renewal or cure period requiredextension, if less than for the entire Lease Term (the “Letter of Credit Expiration Date”) and Lessee shall deliver a new Letter of Credit or certificate of renewal or extension to Lessor at least thirty (30) days shall remain until the expiry date (or until prior to the 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 or renewal term 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 Letter of creditCredit (and the bank issuing the same) of any letter of credit posted hereundershall be acceptable to Lessor, in Lessor’s reasonable discretion, and Tenant shall not have renewed or replaced (provide, among other things, in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit).that:

Letter of Credit. The At Subtenant’s option, upon execution of this Sublease, it may post the Security Deposit may be made in the form of a an unconditional, clean, irrevocable, standby letter of credit if (the issuer thereof "Letter of Credit”), payable on sight with the bearer’s draft in the initial amount of Ninety Five Thousand Dollars ($95,000,00) (the “Initial Amount”) issued by and drawn on an institution acceptable to Sublandlord (the “Issuing Bank”). The Letter of Credit shall permit partial drawings and shall state that it shall be payable against sight drafts presented by Sublandlord, accompanied by Sublandlord’s sworn statement that a default by Subtenant under this Sublease exists and is approved by Landlord continuing beyond the applicable cure period under this Sublease (including, without limitation, the Subtenant becoming insolvent as set forth in advance Section 16.1(h) of the Master Lease), and that said drawing is in accordance with the form thereof (i) is approved in advance terms and conditions of this Sublease. No other document or certification from Sublandlord shall be required to negotiate the Letter of Credit. Sublandlord may designate any bank as Sublandlord’s advising bank for collection purposes and any sight drafts for the collection of the Letter of Credit may be presented by the Landlord; (ii) provides that it is automatically renewable advising bank on Sublandlord’s behalf. The Letter of Credit shall be for a an initial term of no less than at least one (1) year unless the issuer gives Landlord and shall be acceptable to Sublandlord, in its reasonable discretion, in both form and substance. The Letter of Credit shall be automatically renewed, without amendment (except as hereinafter provided), for continuing consecutive one (1) year (or longer) periods unless, at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days prior to any such date of expiration, the issuer gives written notice to Sublandlord that the Letter of Credit will not be renewed, in which case Sublandlord shall remain until be entitled to draw the expiry date (or until the expiration full amount of the initial Letter of Credit. The Letter of Credit shall not expire until at least the date which is thirty (30) days after the scheduled expiration date or renewal term earlier termination of this Sublease. Upon a default by Subtenant beyond the applicable cure period under this Sublease, Sublandlord shall be entitled to draw against the Letter of Credit in the amount of the letter delinquent Rent or delinquent amount, expense, loss or damage that Sublandlord may suffer because of creditSubtenant’s default. Upon Subtenant’s insolvency (as defined in Section 16.1(h) of the Master Lease), Sublandlord shall be entitled to draw against the entire amount of the Letter of Credit and any letter of credit posted hereunder, and Tenant excess amounts shall be held by Sublandlord as collateral for Sublease obligations. Sublandlord shall not have renewed be required to exhaust its remedies against Subtenant before having recourse to the Letter of Credit or replaced (to any other form of collateral held by Sublandlord or to any other remedy available to Sublandlord at law or in accordance with equity. The beneficiary designation in the foregoing) such letter Letter of credit for Credit shall include Sublandlord and Sublandlord’s “successors and/or assigns as their interests may appear” and the longer period Letter of (x) Credit shall be assignable and shall include the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, Issuing Bank’s acknowledgment and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event agreement that the letter Letter of credit Security Deposit Credit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)assignable.

Letter of Credit. The Security Deposit may In addition and without limitation to any other security deposit or other security held by Landlord, simultaneously with the full execution hereof, Tenant shall deposit with Landlord a clean, unconditional and irrevocable letter of credit automatically renewing on an annual basis, in the initial amount of Seven Hundred Thousand and No/100ths Dollars ($700,000.00), which letter of credit shall be made substantially in the form annexed hereto as Exhibit E and incorporated herein by this reference (the “Letter of Credit”). The Letter of Credit shall be issued by a financial institution pre-approved and reasonably acceptable to Landlord, such approval and acceptance not to be unreasonably withheld conditioned or delayed, and without limitation to the generality of foregoing, the issuer of the Letter of Credit shall at all times maintain a credit rating of at least AA- by Standard & Poors or Aa3 by Xxxxx’x rating, or such other financial institution approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord approves Texas Capital Bank as the issuer of the Letter of Credit so long as it retains a minimum rating of BBB by Standard & Poors. In the event that the issuer at any time fall below such credit rating, Landlord may elect to have the Letter of Credit reissued (within thirty (30) days following delivery of a letter written demand for re-issuance) by another financial institution pre-approved and reasonably acceptable to Landlord, such approval and acceptance not to be unreasonably withheld conditioned or delayed. Other than transfer fees payable in connection with a transfer of credit if the issuer thereof is approved Letter of Credit by Landlord in advance and Landlord, all charges under the form thereof (i) is approved in advance Letter of Credit are to be paid by the Tenant. The beneficiary shall be an entity named by Landlord; (ii) provides that it is automatically renewable . The Letter of Credit shall provide for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior written notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition renewal to be sent directly to the draw is Landlord at least thirty (30) days prior to such renewal date and the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original expiration date contained in the event Letter of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it Credit shall be an immediate default hereunder with a date no notice or cure period required, if less earlier than thirty (30) days shall remain until following the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any Expiration Date. The letter of credit posted hereundershall contain a provision whereby the bank agrees to pay the sight draft or give notice of discrepancies on the date of presentation and waives any right to wait five banking days pursuant to Article 16 of the ICC Uniform Customs and Practice for Documentary Credits (2007 Revision). The Letter of Credit shall permit partial draws. Further, the Letter of Credit shall permit the beneficiary to transfer the Letter of Credit to a subsequent owner or beneficiary, and thereupon Landlord shall be discharged from further liability with respect to the Letter of Credit. Tenant hereby acknowledges that the security provided by the Letter of Credit is provided as a continuing material inducement to the Landlord, is provided as current and ongoing value to the Landlord, and constitutes an ongoing contemporaneous exchange for new value given for the Tenant’s tenancy throughout the Term of the Lease, as may be extended as provided in the Lease. The face amount of the Letter of Credit shall decline by One Hundred Forty Thousand and No/100ths Dollars ($140,000.00) on each anniversary of the Rent Commencement Date; however, the final reduction date and final expiration date of the Letter of Credit shall not have renewed or replaced occur until thirty (in accordance with 30) days following the Expiration Date. Notwithstanding the foregoing) such letter , the face amount of credit the Letter of Credit shall cease to decline for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction balance of the letter Term of credit).the Lease upon any event of a monetary default beyond any applicable notice and cure period, notice of which may be delivered to the issuing bank by Landlord. Further, in connection with any payment of Rent (as opposed to a monetary default beyond any applicable notice and cure period as set forth in the preceding sentence) that is overdue in excess of three (3) days, any applicable reduction effective date shall be delayed until such time as Tenant has not been late in the payment of Rent on more than one

Letter of Credit. The Security Deposit may Concurrently with the execution of this Lease, Tenant shall pay to Landlord a security deposit in the 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 provided in this Section 16.26, as security for the performance by Tenant of all obligations on the part of Tenant to be made performed under this Lease. Such deposit shall be in the form of a an irrevocable, unconditional, negotiable letter of credit if (the issuer thereof is “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 advance and the form thereof 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) is approved above or if the financial condition of such issuer changes in advance by 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; (ii) provides that it is automatically renewable ’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 no less than two (2) years (or for one (1) year unless if the issuer gives 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 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 the security deposit. Upon the occurrence of any default of Tenant, Landlord at least 45 days advance prior notice 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 non-renewal; (iii) provides that it is expressly transferable such deposit held as a Letter of Credit and assignable by to apply the then current beneficiary without 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 consent or joinder part of Tenant under the terms of this Lease. If Landlord so applies all or any portion of such deposit, Tenant shall within seven (7) 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 without 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 a transfer fee; (iv) has all Annual Fixed Rent, Landlord shall return the deposit, or so much thereof as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply theretofore been applied in accordance with the terms hereof. In of this Section 16.26, to Tenant on the event that the letter of credit Security Deposit is lost expiration or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction earlier termination of the letter Lease Term (as the same may have been extended) and surrender possession of credit)the Premises by Tenant to Landlord in the condition required in the Lease at such time.

Letter of Credit. The Security Deposit may be made in 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 form Letter of Credit), Tenant shall deliver to Landlord a clean, irrevocable letter of credit if in the issuer thereof is approved amount set forth in Section 1, which shall comply with, and may be drawn by Landlord in advance and accordance with, the form thereof provisions of Exhibit G attached hereto (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a such letter of credit, it 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 not be, or have been, in monetary or material non-monetary Default under this Lease, (B) this Lease is still in full force and effect, and (C) Tenant provides Landlord with written notice requesting the same (requirements (A) through (C), collectively, the “Letter of Credit Reduction Conditions”), then Tenant shall be an immediate default hereunder 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 substitute Letter of Credit, conforming to the requirements hereof, in the sum of such reduced amount. Upon Tenant complying with no notice or cure period requiredthe Letter of Credit Reduction Conditions set forth above, if less than the required amount of the Letter of Credit shall be so reduced. Upon and as a condition to such reduction, Tenant shall deliver to Landlord a substitute Letter of Credit, conforming to the requirements hereof, in the sum of the reduced Letter of Credit amount, whereupon Landlord shall surrender to Tenant the Letter of Credit being so replaced within thirty (30) days Days; provided, however, that in no event shall remain until the expiry date (or until the expiration amount of the initial or renewal term Letter 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, Xxxxxxxx agrees not to draw upon the letter Letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Credit being so replaced.

Letter of Credit. The Security Deposit Within five (5) business days following Sublandlord’s receipt of the Required Consents, Subtenant shall deliver to Sublandlord, as protection for the full and faithful performance by Subtenant of all of its obligations under the Sublease and for all losses and damages Sublandlord may be made in the form of a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof suffer (i) is approved in advance by the Landlord; (ii) provides or which Sublandlord reasonably estimates that it is automatically renewable for may suffer) as a term result of no less than one (1) year unless any breach or default by Subtenant under the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as Sublease, an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the unconditional, clean, irrevocable negotiable standby letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original “L/C”) in the event amount of a partial drawTwo Million Five Hundred Thousand Dollars ($2,500,000) (the “L/C Amount”), in substantially the same form as attached hereto as Exhibit B, drawn on by Bank of America, N.A. (the “Bank”). Subtenant shall maintain the L/C in place throughout the Term and an affidavit Sublandlord shall have the right to the effect that “default has occurred under this Lease and the person requesting the draw upon it in full if it is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than not renewed at least thirty (30) days before the stated expiration date thereof. Sublandlord shall remain until have the expiry date (or until right to draw down an amount up to the expiration face amount of the initial L/C if any default occurs under the Sublease to cure any breach or renewal term default of Subtenant and/or to compensate Sublandlord for any and all damages of any kind or nature sustained or which Sublandlord reasonably estimates that it will sustain resulting from Subtenant’s breach or default. The use, application or retention of the letter of credit) of L/C, or any letter of credit posted hereunderportion thereof, and Tenant by Sublandlord shall not have renewed prevent Sublandlord from exercising any other right or replaced (in accordance with remedy provided by the foregoing) such letter of credit for the longer period of (x) the resolution of Sublease or by any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereofapplicable law. In the event that Sublandlord draws down on the letter of credit Security Deposit is lost or destroyedL/C pursuant to this Section 7, Tenant the funds shall upon request be held by the then current beneficiary, cause a replacement letter of credit Sublandlord pursuant to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction Section 4 of the letter Sublease. If, as a result of credit)any drawing by Sublandlord on the L/C pursuant to its rights herein, the amount of the L/C shall be less than the L/C Amount, Subtenant shall, within five (5) days thereafter, provide Sublandlord with (i) an amendment to the L/C restoring such L/C to the L/C Amount or (ii) additional L/Cs in an amount equal to the deficiency, which additional L/Cs shall comply with all of the provisions of this Section 7.

Letter of Credit. The Security Deposit may be made in Tenant shall, within twenty (20) business days after the form of a date hereof, deliver to Landlord an irrevocable, unconditional letter of credit if the issuer thereof is approved by ("Letter of Credit") in favor of Landlord in advance the following amounts: Tenant's failure to provide the Letter of Credit within said twenty (20) business day period after the date hereof shall constitute an event of material default hereunder. The expiration date of the Letter of Credit shall be no earlier than the end of the fourth (4th) Lease Year of the Lease Term; provided, however, that such Letter of Credit may be of a duration shorter than said period, so long as Tenant replaces said Letter of Credit with a new Letter of Credit, on the same terms and conditions as the form thereof (i) is approved prior Letter of Credit, and in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than applicable amount based on the foregoing schedule in this Section 47.0, at least one (1) year unless the issuer gives Landlord at least 45 days advance month prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term prior Letter of Credit. If Tenant fails to replace a prior Letter of Credit within the letter period required herein, then Landlord shall be immediately authorized and entitled to demand and receive payment under said Letter of credit) of any letter of credit posted hereunderCredit, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, to apply and hold the proceeds thereof therefrom as a cash an additional security deposit or apply in accordance with under the terms hereofand conditions of Section 3.3 of this Lease. In Said Letter of Credit must be acceptable to Landlord as to form, content, and issuing bank, and must not require any documentation in order to be valued upon and must contain an explicit waiver by the issuing bank of any statutory or other right to delay or defer payment upon demand including, but not limited to, a waiver of such rights as are set forth in Article 5, Section 5-112(l)(a) and (b) of the Uniform Commercial Code. Said Letter of Credit must also provide that the issuing bank, upon any presentation of a draft for valuation thereon, shall honor such draft by promptly delivering the amount of the draft, by official bank or cashier's check, to Landlord or, at Landlord's sole option, by promptly wiring Federal Funds in the amount of the draft into such account(s) as Landlord may specifically direct, in writing. Landlord may draw down upon said Letter of Credit in the event that Tenant is in default with respect to the letter payment of credit Security Deposit is lost any rent or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit other sums due to be issued (provided proper affidavit by paid to the beneficiary is made regarding Landlord under this Lease, and the loss or destruction of the letter of credit)applicable grace, notice and cure period, if any, has expired.

Letter of Credit. The Security Deposit may be made Contemporaneous with the execution and delivery of this Lease, Tenant shall deliver to Landlord, and Tenant shall maintain in effect at all times during the term hereof, as collateral for the full and faithful performance and observance by Tenant of Tenant’s covenants and obligations under this Lease, an unconditional irrevocable letter of credit in the amount of Six Hundred Seventy-Four Thousand, Nine Hundred Seventy- Nine and 25/100 Dollars ($674,979.25) (the “Letter of Credit”), substantially in the form annexed hereto as Exhibit F and otherwise reasonably satisfactory to Landlord and issued by a banking institution reasonably satisfactory to Landlord and either having its principal place of business or a letter duly licensed branch or agency in the borough of credit if Manhattan, City and County of New York. Such Letter of Credit shall have an expiration date no earlier than the first anniversary of the date of issuance thereof and shall be automatically renewed from year to year unless terminated by the issuer thereof is approved by notice to Landlord given not less than 60 days prior to the expiration thereof. Notwithstanding anything to the contrary contained in this Lease, Landlord shall have no obligation to deliver possession of the Premises to Tenant prior to the date that Tenant delivers the aforementioned Letter of Credit and any such decision by Landlord in advance and to not deliver possession of the form thereof (i) is approved in advance by Premises shall not affect the Landlord; (ii) provides that it is automatically renewable for a Commencement Date. Tenant shall, throughout the term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition this Lease, deliver to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original Landlord, in the event of a partial draw) and an affidavit the termination of any such Letter of Credit, replacement letters of credit in lieu thereof no later than 30 days prior to the effect expiration date of the preceding Letter of Credit. The term of each such Letter of Credit shall be not less than 1 year and shall be automatically renewable from year to year as aforesaid. Notwithstanding the foregoing, if Landlord shall elect, in its sole discretion, to accept a Letter of Credit which is subject to a final expiration date, Tenant shall deliver a replacement of or amendment to such Letter of Credit no later than 30 days prior to such final expiration date, and the final Letter of Credit delivered to Landlord pursuant to this Section 6.01 shall have a final expiration date occurring not earlier than 60 days following the Termination Date of this Lease. If Tenant shall fail to obtain any replacement of or amendment to a Letter of Credit within any of the applicable time limits set forth in this Section 6.01, Tenant shall be in Default of its obligations under this Article 6 and Landlord shall have the right (but not the obligation), at its option, to draw down the full amount of the existing Letter of Credit and use, apply and retain the same as security hereunder, and notwithstanding such draw by Landlord, Landlord shall have the right (but not the obligation), at its option, to give written notice to Tenant stating that “default has occurred such failure by Tenant to deliver such replacement of or amendment to the Letter of Credit constitutes a continuing Default by Tenant of its obligations under this Article 6, and in the event that Tenant shall not have delivered such replacement or amendment to Landlord within 15 Business Days after Tenant’s receipt of such notice, Landlord may give to Tenant a notice of intention to end the term of this Lease at the expiration of 7 days from the date of the service of such notice of intention, and upon the expiration of said 7 days this Lease and the person requesting term and estate hereby granted, whether or not the draw is authorized on behalf term shall theretofore have commenced, shall terminate (as set forth in Article 18 hereof) with the same effect as if that day was the day herein definitely fixed for the end and expiration of this Lease, but Tenant shall remain liable for damages as provided in Article 19 hereof. Upon delivery to Landlord of any such replacement of or amendment to the Letter of Credit within the 15 Business Day period described in the preceding sentence, such Default shall be deemed cured and Landlord shall return to Tenant the proceeds of the then current beneficiary Letter of Credit which had been drawn by Landlord pursuant to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date preceding sentence (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and balance thereof to which Tenant shall not have renewed or replaced (in accordance with is entitled). Notwithstanding the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter acknowledges that Silicon Valley Bank is deemed approved for purposes of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter providing such Letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Credit.

Letter of Credit. The Security Deposit Concurrently with Tenant’s execution of this Lease, Tenant shall deliver to Landlord, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may be made suffer (or which Landlord reasonably estimates that it may suffer) as a result of any breach or default by Tenant under this Lease, an irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”), in the form attached hereto as Exhibit F and containing the terms required herein, naming Landlord as the beneficiary and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a letter national banking association, in the amount of credit if the issuer thereof is approved by Landlord in advance Ninety One Thousand Two Hundred Seventy Eight and the form thereof 00/100 Dollars ($91,278.00)(the “Letter of Credit Amount”). The Letter of Credit shall (i) is approved in advance by the Landlord; be “callable” at site, irrevocable and unconditional, (ii) provides be maintained in effect, whether through renewal or extension, for the period from the Lease Commencement Date and continuing until the date that it is automatically renewable for a term the date that is sixty (60) days after the expiration of no less than one the Term (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; “LC Expiration Date”), (iii) provides that it is expressly transferable and be fully assignable by the then current beneficiary without the consent or joinder of Tenant Landlord, its successors and without payment of a transfer fee; assigns, (iv) has as an attachment all required transfer permit partial draws and assignment documentation; multiple presentations and drawings, and (v) provides that the sole condition be otherwise subject to the draw is Uniform Customs and Practices for Documentary Credits (2007), International Chamber of Commerce Publication #600, or the presentation International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. In addition to the foregoing, the form and terms of the letter Letter of credit Credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting bank issuing the draw is authorized on behalf of same (the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it “Bank”)) shall be an immediate default hereunder with no notice acceptable to Landlord, in Landlord’s sole discretion. Tenant shall deliver a new Letter of Credit or cure period required, if less than certificate of renewal or extension to Landlord at least thirty (30) days shall remain until the expiry date (or until prior to the expiration of the initial Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord. Landlord, or renewal term its then managing agent, shall have the right to draw down an amount up to the face amount of the letter Letter of creditCredit 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 letter state bankruptcy code (collectively, “Bankruptcy Code”), or (c) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (d) the Bank has notified Landlord that the Letter of credit posted hereunder, Credit will not be renewed or extended through the LC Expiration Date and Tenant shall not have renewed or replaced (has failed to timely replace the Letter of Credit in accordance with the foregoing) such letter this Article 26. The Letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request Credit will be honored by the then current beneficiary, cause a replacement letter Bank regardless of credit whether Tenant disputes Landlord’s right to be issued (provided proper affidavit by draw upon the beneficiary is made regarding the loss or destruction Letter of the letter of credit)Credit.

Letter of Credit. The Security Deposit may be made in the form Concurrently with Tenant’s execution and delivery of this Lease, Tenant shall deliver to Landlord a clean, irrevocable letter of credit if in the issuer thereof is approved amount set forth in Section 1, which shall comply with, and may be drawn by Landlord in advance and accordance with, the form thereof provisions of Exhibit G attached hereto (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a such letter of credit, it together with any renewal or replacement thereof in accordance herewith, being referred to herein as the “Letter of Credit”). Notwithstanding any provision herein to the contrary, so long as (A) Tenant shall not be, or have been, in monetary or material non-monetary Default under this Lease, (B) this Lease is still in full force and effect, and (C) Tenant provides Landlord with written notice requesting the same (requirements (A) through (C), collectively, the “Letter of Credit Reduction Conditions”), then Tenant shall be an immediate default hereunder entitled to reduce the required amount of the Letter of Credit to the amounts and at the times set forth below, and Tenant may thereafter deliver to Landlord a substitute Letter of Credit, conforming to the requirements hereof, in the sum of such reduced amount. Upon Tenant complying with no notice or cure period requiredthe Letter of Credit Reduction Conditions set forth above, if less than the required amount of the Letter of Credit shall be reduced in accordance with the following schedule: Date: Letter of Credit Amount Reduced To: First (1st) anniversary of the Rent Commencement Date $ 720,164.00 Third (3rd) anniversary of the Rent Commencement Date $ 480,109.33 Upon and as a condition to each such reduction, Tenant shall deliver to Landlord a substitute Letter of Credit, conforming to the requirements hereof, in the sum of the reduced Letter of Credit amount, whereupon Landlord shall surrender to Tenant the Letter of Credit being so replaced within thirty (30) days Days; provided, however, that in no event shall remain until the expiry date (or until the expiration amount of the initial or renewal term Letter of Credit hereunder ever be less than $480,109.33. Upon Landlord’s receipt of a substitute Letter of Credit in compliance with Exhibit G, Landlord agrees not to draw upon the letter Letter of credit) Credit being so replaced. Notwithstanding the foregoing, Tenant acknowledges that upon the occurrence of any letter monetary or material non-monetary Default of credit posted Tenant hereunder, and Tenant shall not have renewed or replaced (be entitled to any further reduction in accordance with the foregoing) such letter amount of credit for the longer period Letter of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of creditCredit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter Tenant’s Letter of credit Security Deposit is lost or destroyed, Tenant Credit obligation shall upon request by the not be reduced below its then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)level.

Letter of Credit. The 22.1 Landlord and Tenant hereby 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 may be made 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 Tenant acknowledge that Landlord is currently holding a letter of credit (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 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 (in the form of either a new letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition amendment to the draw is Existing L-C) shall constitute a breach by Tenant under the presentation of the letter of credit Lease, as amended. The L-C shall be issued by a money-center, solvent and nationally recognized bank (a bank which may be by overnight delivery and can be made via accepts deposits, maintains accounts, has a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of local San Francisco/Bay Area office which will negotiate a letter of credit, it 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 an immediate default hereunder with no notice in the form of Exhibit E, attached hereto or cure period required, if less than thirty (30) days shall remain until otherwise acceptable to Landlord in its sole and absolute discretion. Landlord hereby agrees to accept the expiry date (or until the expiration form of the initial or renewal term Existing L-C; provided that, as condition to such acceptance, within seven (7) business days after Tenant’s execution of the letter of credit) of any letter of credit posted hereunderthis Second Amendment, and Tenant shall not have renewed or replaced (in accordance with deliver to Landlord an amendment to the foregoing) such letter of credit for the longer period of Existing L-C (x) extending the resolution final expiration date of any then pending litigationthe Existing L-C to the “L-C Expiration Date” as defined below (and in such case, injunctive action or proceeding (including without limitationthe Existing L-C held by Landlord under the Lease, bankruptcy proceeding) having as amended, shall constitute the effect of prohibiting a draw on the Security Deposit letter of creditL-C), plus two months, or and (y) an additional one (1)-year period. In such event, adding as alternative statements which may be made by Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction its certification under item 3 of the letter of credit).Existing L-C the following: “OR

Letter of Credit. The Security Deposit may be made in (a) At any time the form Company may, at its option, provide for the delivery to the Trustee of a Letter of Credit or Alternate Letter of Credit (hereafter collectively referred to as a “Credit Instrument”) and the Company shall, in any event, cause to be delivered a Credit Instrument at least twenty (20) calendar days before the expiration date of any existing Letter of Credit, unless otherwise permitted by the Indenture. A Credit Instrument shall be an irrevocable letter of credit or other irrevocable credit facility (including, if applicable, a confirming letter of credit), issued by a Credit Provider, the issuer thereof is approved by Landlord terms of which shall be acceptable to the Trustee and shall otherwise comply with the requirements of the Indenture; provided, that the expiration date of such Credit Instrument shall be a date not earlier than one year from its date of issuance, subject to earlier termination upon payment of the Bonds in advance and full or provision for such payment in accordance with Article X of the form thereof Indenture. On or prior to the date of the delivery of a Credit Instrument to the Trustee, the Company shall cause to be furnished to the Trustee (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term an opinion of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition Bond Counsel addressed to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit Trustee stating to the effect that “default has occurred under this Lease and the person requesting delivery of such Credit Instrument to the draw Trustee is authorized under the Indenture and complies with the terms hereof and will not in and of itself adversely affect the Tax-exempt status of interest on behalf the Bonds, (ii) an opinion of counsel to the then current beneficiary Credit Provider issuing such Credit Instrument stating to make the draw and receive the proceeds.” If the Security Deposit effect that such Credit Instrument is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (enforceable in accordance with its terms (except to the foregoing) such letter extent that the enforceability thereof may be limited by bankruptcy, reorganization or similar laws limiting the enforceability of credit for creditors’ rights generally and except that no opinion need be expressed as to the longer period of (x) the resolution availability of any discretionary equitable remedies), (iii) written evidence from the Rating Agency that the Bonds shall have a long-term rating of “A” (or equivalent) or higher or, if the Bonds only have a short-term rating, such short-term rating shall be in the highest short-term rating category (without regard to “+”s or “-”s) and (iv) if no Rating Agency is then pending litigationrating the Bonds, injunctive action an opinion of Bond Counsel addressed to the Trustee or proceeding (including without limitation, bankruptcy proceeding) having an opinion of counsel to the Credit Provider addressed to the Trustee to the effect of prohibiting that payments under such Credit Instrument will not constitute a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction voidable preference under Section 547 of the letter United States Bankruptcy Code as then in effect if a petition in bankruptcy is filed by or against the Company, the Guarantor or the Issuer or an affiliate or a subsidiary of credit)any of them.

Letter of Credit. The In addition to the Security Deposit may be made in the form and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of a this Lease, an irrevocable stand-by letter of credit if in the issuer thereof amount of One Hundred Thousand Dollars ($100,000.00). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by a financial institution located in Southern California and which is approved acceptable to Landlord. The letter of credit shall either: (i) be issued with a fixed expiration date of January 31, 2006, or (ii) shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease. In the event the letter of credit is issued with an annual renewal obligation and the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below and Tenant’s failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution, which draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in advance its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation full amount of the letter of credit (which may be by overnight delivery and can be made via a copy thereof drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in lieu of the original Landlord’s sole and absolute discretion as provided as provided in the event foregoing, if the amount of a partial drawany such draw(s) and an affidavit shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the effect that “default has occurred applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver of any rights Landlord may have under this Lease and the person requesting the draw is authorized on behalf or at law or in equity as a result of the then current beneficiary to make default, as a setoff for full or partial compensation for the draw and receive default. If any portion of the proceeds.” If letter of credit is drawn after a default by Tenant, Tenant shall within ten (10) days after written demand by Landlord restore the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty . Failure to so restore said letter of credit within said ten (3010) days shall remain until be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. If on or after the expiry date second annual anniversary of the Commencement Date of this Lease: (or until a) Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the initial or renewal term Term hereof, (b) Tenant has not at any time been more than ten (10) days late with respect to any payments of rent due under the Lease, and (c) Tenant shall demonstrate by the delivery to Landlord of its audited financial statements that Tenant has achieved a positive net income and a positive net worth for the most current quarter (as determined by generally accepted accounting principles, consistently applied, and issued by a nationally recognized accounting firm), then upon the written request of Tenant accompanied by copies of the audited financial statements required in Subsection (c) of this paragraph, Landlord shall authorize an immediate full exoneration and release of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit).

Letter of Credit. The Security Deposit may be made in Upon the form execution and delivery of this Lease, Tenant shall deliver to Landlord as security for the performance of the obligations of Tenant hereunder, either a cash deposit or a letter of credit if in the issuer thereof Security Deposit amount specified in Exhibit A in accordance with this Section (as renewed, replaced, increased and/or reduced pursuant to this Section, the “Letter of Credit”). If Tenant elects to deliver a Letter of Credit, such Letter of Credit shall be in such form as Landlord may reasonably approve. If there is approved more than one Letter of Credit so delivered by Landlord in advance and Tenant, such Letters of Credit shall be collectively hereinafter referred to as the form thereof “Letter of Credit”. The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord (Landlord acknowledging that Silicon Valley Bank is approved in advance by the Landlord; an acceptable bank), (ii) provides that it is automatically renewable for a term of no less than one (1) year unless shall require only the presentation to the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation certificate of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu holder of the original in the event Letter of Credit stating either (a) that a partial draw) and an affidavit to the effect that “default has occurred under this Lease after the expiration of any applicable notice and cure period (or stating that transmittal of a default notice is barred by applicable bankruptcy or other law if such is the person requesting case), or (b) stating that Tenant has not delivered to Landlord a new Letter of Credit having a commencement date immediately following the draw is authorized on behalf expiration of the then current beneficiary existing Letter of Credit in accordance with the requirements of the Lease, (iii) shall be payable to make Landlord and its successors in interest as the draw Landlord and receive shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the proceeds.” If Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the Security Deposit is made issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord written notice of such nonrenewal, and (v) shall otherwise be substantially in the form of a the letter of creditcredit attached hereto as Exhibit J. Notwithstanding the foregoing, it the term of the Letter of Credit for the final period of the Term shall be an immediate for a term ending not earlier then the date forty-five (45) days after the last day of the Term. If Tenant shall be in default hereunder with no under the Lease, after the expiration of any applicable notice or cure period required(or if transmittal of a default or other notice is stayed or barred by applicable bankruptcy or other law), if Landlord shall be entitled to draw upon the Letter of Credit to the extent reasonably necessary to cure such default. If, not less than thirty (30) days shall remain until before the expiry scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit having a commencement date (or until immediately following the expiration of the initial or renewal term existing Letter of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (Credit in accordance with this Section, Landlord shall also have the foregoing) such letter right to draw upon the full amount of credit for the longer period Letter of (x) Credit without giving any further notice to Tenant. Landlord may, but shall not be obligated to, apply the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having amount so drawn to the effect of prohibiting a draw extent necessary to cure Tenant’s default under the Lease. Any funds drawn by Landlord on the Security Deposit letter Letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Credit and not applied against amounts due hereunder shall be held by Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply deposit, provided that Landlord shall have no fiduciary duty with regard to such amounts, shall have the right to commingle such amounts with other funds of Landlord, and shall pay no interest on such amounts. After any application of the Letter of Credit by Landlord in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyedthis paragraph, Tenant shall upon request by reinstate the Letter of Credit to the amount then current beneficiary, cause a replacement letter of credit required to be issued maintained hereunder, within thirty (provided proper affidavit by 30) days of demand. Within forty-five (45) days after the beneficiary is made regarding the loss expiration or destruction earlier termination of the letter Term the Letter of credit)Credit and any cash security deposit then being held by Landlord, to the extent not applied, shall be returned to the Tenant provided that no Event of Default is then continuing.

Letter of Credit. The Security Deposit may be made If, at any time following the Telaprevir Approval, Tenant has an unrestricted cash, cash equivalent and marketable securities balance of less than $300,000,000, as determined in accordance with generally accepted accounting principles, consistently applied (the form “Financial Standard”) then Tenant shall provide to Landlord as security for the performance of the obligations of Tenant hereunder a letter of credit if in the issuer thereof is approved by Landlord amount specified in advance and Section 1.13 in accordance with this Section (as renewed, replaced, and/or reduced pursuant to this Section, the “Letter of Credit” ). The Letter of Credit shall be in the form thereof attached as Exhibit 17.01 to this Lease or such other form as Landlord may reasonably approve. If there is more than one Letter of Credit so delivered by Tenant, such Letters of Credit shall be collectively hereinafter referred to as the “Letter of Credit”. The Letter of Credit (i) is approved shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord that has an office in advance by the Landlord; Boston, Massachusetts, (ii) provides shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating either (a) that it Landlord is automatically renewable entitled to draw on the Letter of Credit in accordance with this Lease or (b) that Tenant has not delivered to Landlord a new Letter of Credit having a commencement date immediately following the expiration of the existing Letter of Credit in accordance with the requirements of this Lease, (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable at nominal cost, (iv) shall be for a an initial term of no not less than then one (1) year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer gives Landlord shall, at least 45 sixty (60) days advance prior to the scheduled expiration date, give Landlord written notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; such nonrenewal, and (v) provides that shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the sole condition to foregoing, the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter Letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit Credit for the longer final period of the Term shall be for a term ending not earlier then the date sixty (x60) days after the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction last day of the letter of credit)Term.

Letter of Credit. The Security Deposit may be made in Within thirty (30) days of the form execution and delivery of this Lease, Tenant has delivered to Landlord as security for the performance of the obligations of Tenant hereunder a cash deposit or a letter of credit if in the issuer thereof is approved by Landlord amount specified in advance and Exhibit A in accordance with this Section (as renewed, replaced, increased and/or reduced pursuant to this Section, the “Letter of Credit”). The Letter of Credit shall be in the form thereof attached as Exhibit G to this Lease or such other form as Landlord may reasonably approve. If there is more than one Letter of Credit so delivered by Tenant, such Letters of Credit shall be collectively hereinafter referred to as the “Letter of Credit”. The Letter of Credit (i) is approved in advance shall be irrevocable and shall be issued by the a commercial bank reasonably acceptable to Landlord; , (ii) provides that it is automatically renewable for a term of no less than one (1) year unless shall require only the presentation to the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation certificate of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu holder of the original in the event Letter of Credit stating either (a) that a partial draw) and an affidavit to the effect that “default has occurred under this Lease after the expiration of any applicable notice and cure period (or stating that transmittal of a default notice is barred by applicable bankruptcy or other law if such is the person requesting case) or (b) stating that Tenant has not delivered to Landlord a new Letter of Credit having a commencement date immediately following the draw is authorized on behalf expiration of the then current beneficiary existing Letter of Credit in accordance with the requirements of the Lease, (iii) shall be payable to make Landlord and its successors in interest as the draw Landlord and receive the proceeds.” If the Security Deposit is made shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the form of a letter of creditLease, it (iv) shall be for an immediate initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord written notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period of the Term shall be for a term ending not earlier then the date sixty (60) days after the last day of the Term. If Tenant shall be in default hereunder with no under the Lease, after the expiration of any applicable notice or cure period required(or if transmittal of a default or other notice is stayed or barred by applicable bankruptcy or other law), if Landlord shall be entitled to draw upon the Letter of Credit to the extent reasonably necessary to cure such default. If, not less than thirty (30) days shall remain until before the expiry scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit having a commencement date (or until immediately following the expiration of the initial or renewal term existing Letter of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (Credit in accordance with this Section, Landlord shall also have the foregoing) such letter right to draw upon the full amount of credit for the longer period Letter of (x) Credit without giving any further notice to Tenant. Landlord may, but shall not be obligated to, apply the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having amount so drawn to the effect of prohibiting a draw extent necessary to cure Tenant’s default under the Lease. Any funds drawn by Landlord on the Security Deposit letter Letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Credit and not applied against amounts due hereunder shall be held by Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply deposit, provided that Landlord shall have no fiduciary duty with regard to such amounts, shall have the right to commingle such amounts with other funds of Landlord, and shall pay no interest on such amounts. After any application of the Letter of Credit by Landlord in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyedthis paragraph, Tenant shall upon request by reinstate the Letter of Credit to the amount then current beneficiary, cause a replacement letter of credit required to be issued maintained hereunder, within thirty (provided proper affidavit by 30) days of demand. Within sixty (60) days after the beneficiary is made regarding the loss expiration or destruction earlier termination of the letter Term the Letter of credit)Credit and any cash security deposit then being held by Landlord, to the extent not applied, shall be returned to the Tenant provided that no Event of Default is then continuing.

Letter of Credit. The Security Deposit may Concurrently with the execution of this Lease, Tenant shall pay to Landlord a security deposit in the amount of One Million Forty-Four Thousand Four Hundred Eighty-Four and 98/100 Dollars ($1,044,484.98) and Landlord shall hold the same, throughout the Term of this Lease (including the Extended Term, if applicable), unless sooner returned to Tenant as provided in this Section 16.26, as security for the performance by Tenant of all obligations on the part of Tenant to be made performed under this Lease. Such deposit shall be in the form of a an irrevocable, unconditional, negotiable letter of credit if (the issuer thereof is “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 advance and the form thereof attached hereto as Exhibit J, (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. Landlord hereby agrees that Silicon Valley Bank shall be an approved bank for purposes of this Section 16.26. If the credit rating for the issuer of such Letter of Credit falls below the standard set forth in (i) is approved above or if the financial condition of such issuer changes in advance by 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; (ii) provides that it is automatically renewable ’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 no less than two (2) years (or for one (1) year unless if the issuer gives 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 sixty (60) days subsequent to the scheduled expiration of this Lease (as the same may be extended). Any failure or refusal of the 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 the security deposit. Upon the occurrence of any Event of Default, Landlord at least 45 days advance prior notice 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 non-renewal; (iii) provides that it is expressly transferable such deposit held as a Letter of Credit and assignable by to apply the then current beneficiary without proceeds of such Letter of Credit or any cash held as such deposit, or any part thereof, to Landlord’s damages arising from such Event of Default on the consent or joinder part of Tenant and without payment under the terms of this Lease. If Landlord so applies all or any portion of such deposit, Tenant shall within seven (7) days after notice from Landlord either (a) amend the Letter of Credit or deliver an additional Letter of Credit which satisfies the requirements of this Section 16.26 in the amount so applied or retained such that Landlord shall have a transfer fee; Letter of Credit (ivor Letters of Credit) has as in the required security deposit amount on hand at all times during the Term or (b) deposit cash with Landlord in an attachment all required transfer and assignment documentation; and (v) provides that the sole condition amount sufficient to restore such deposit to the draw is full amount stated in this Section 16.26. While Landlord holds any cash deposit Landlord shall have no obligation to pay interest on the presentation of same and shall have the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of right to commingle the original in same with Landlord’s other funds. In the event of a partial draw) and an affidavit transfer of Landlord’s interest in the Office Area, Landlord shall transfer the Letter of Credit or cash proceeds, as applicable, to the effect that “transferee and thereupon Landlord shall without any further agreement between the parties, be released by Tenant from all liability therefor. Neither the holder of a mortgage nor 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 has occurred and having performed all of its obligations under this Lease and Lease, including the person requesting payment of all Annual Fixed Rent, Landlord shall promptly return the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of creditdeposit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant so much thereof as shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply theretofore been applied in accordance with the terms hereof. In of this Section 16.26, to Tenant on the event that the letter of credit Security Deposit is lost expiration or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction earlier termination of the letter term of credit)this Lease (as the same may have been extended) and surrender possession of the Premises by Tenant to Landlord in the condition required in the Lease at such time.

Letter of Credit. The Security Deposit may be made in 25.1 Simultaneously with Tenant’s execution of this Lease, as additional protection for Landlord to assure the form performance by Tenant of the terms of this Lease, Tenant shall post a letter of credit if with Landlord (the issuer thereof is approved by Landlord “Letter of Credit”), in advance a form and from a bank and otherwise satisfying the form thereof terms and conditions set forth in Section 25.2 below, in the amount set forth in Item 8 of the Summary (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one “L/C Amount”). If (1) year unless the issuer gives term of the Letter of Credit (or any extension thereof or substitute or new Letter of Credit provided to Landlord) held by Landlord at least 45 days advance will expire prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is 120th day after the presentation last day of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease Term and the person requesting the draw Letter of Credit is authorized on behalf not extended, or a new Letter of the then current beneficiary Credit for an extended period of time is not substituted, in either Main Lease case prior to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial Letter of Credit, (2) Tenant commits a Default with respect to any provision of this Lease, (3) Tenant files in a court of competent jurisdiction a voluntary petition under the Federal Bankruptcy Code, or renewal term (4) an involuntary petition has been filed against Tenant in a court of competent jurisdiction under the letter Federal Bankruptcy Code, which remains undismissed or undischarged for a period of creditseventy-five (75) days after filing, Landlord may (but shall not be required to) draw upon the Letter of Credit, to the extent of (a) the payment of any letter of credit posted hereundersum which is in Default (including, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceedingany Default under Section 18.1.3 above), (b) having the effect payment of prohibiting a any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s Default, (c) to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant’s Default, or (d) the full face amount of the Letter of Credit following the occurrence of any of the events (after expiration of the applicable 75-day period) described in clauses (3) and (4) hereinabove which trigger Landlord’s ability to draw on the Security Deposit letter Letter of creditCredit as set forth above. If any portion of the Letter of Credit proceeds are so used or applied, plus two monthsTenant shall, or within ten (y10) days after demand therefor, post an additional one (1)-year period. In such event, Landlord may immediately draw down on Letter of Credit in an amount to cause the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction aggregate amount of the letter unused proceeds and such new Letter of credit)Credit to equal the required L/C Amount hereunder.

Letter of Credit. The Security Deposit may be made in the form of (a) Tenant shall deliver to Landlord a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly clean, unconditional, irrevocable, transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may the "Letter of Credit") in a form reasonably acceptable to the Landlord and issued by Deutsche Bank Group or another financial institution ("Issuer") satisfactory to Landlord. The Letter of Credit shall be by overnight delivery and can be made via a copy thereof in lieu of the original in the event amount of One Hundred Fifty Thousand Dollars ($150,000.00), name Landlord as the beneficiary thereunder, and provide that draws thereunder will be honored upon receipt by Issuer of a partial draw) and an affidavit written statement signed by Landlord or Xxxxxxxx's authorized agent stating that Landlord is entitled to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter a Letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with Credit pursuant to the terms hereofof this Lease. In Landlord shall be entitled to draw the event that entire amount under the letter Letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause Credit if Xxxxxx does not deliver to Landlord a replacement letter of credit from Issuer or another financial institution reasonably 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. If an Event of Default occurs under the Lease (after any applicable notice and cure periods), Landlord shall be entitled to draw upon the Letter of Credit to the extent required for payment of any Rent or any other sum as to which there is an Event of Default by Tenant or for 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 and conditions of this Lease, including but not limited to any damage or deficiency accrued before or after summary proceedings or other reentry by Landlord, including the costs of such proceeding or reentry and further including, without limitation, reasonable attorney's fees, (or, only if partial draws are not permitted, the entire amount of the Letter of Credit). Xxxxxxxx agrees that the Letter of Credit may also provide for partial draws by Landlord. It is agreed that Landlord shall always have the right to draw upon and apply the Letter of Credit, or any part thereof, as aforesaid, without notice and without prejudice to any other remedy or remedies which Landlord may have, or Landlord may pursue any other such remedy or remedies in lieu of drawing upon the Letter of Credit and applying the Letter of Credit or any part thereof. If Landlord shall draw upon and use, apply or retain the Letter of Credit in whole or in part, Tenant shall within ten (10) days after written notice from the Landlord make such further amended Letter of Credit in form and substance reasonably satisfactory to Landlord as may be necessary to bring the balance of the Letter of Credit to a sum equal to the amount of the Security Deposit required to be issued (provided proper affidavit maintained under this Lease. To the extent not applied by Landlord pursuant to the beneficiary is made regarding the loss or destruction provisions of the Lease any amount drawn under the Letter of Credit shall be held or applied by Landlord as a Security Deposit. If at any time the Security Deposit is held as cash, then Tenant may thereafter replace the cash security deposit with a letter of credit)credit as set forth above.

Letter of Credit. The Security Deposit may be made in the form of a On or before February 11, 2000, Tenant shall deposit with Landlord and shall maintain at all times on deposit with Landlord and keep whole and unencumbered an irrevocable, assignable, non-documentary standby letter of credit if the issuer thereof is approved by in form, and issued by, a financial institution acceptable to Landlord in advance the amount of One Hundred Fifty Thousand Dollars ($150,000.00) (subject to reduction as provided below), as security for the faithful performance by Tenant of every term and the form thereof (i) is approved condition of this Lease, it being expressly understood and agreed that Tenant may not direct Landlord to apply said security in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of rent for any month during the lease term. If there shall be a transfer fee; (iv) has as an attachment breach or default by Tenant in respect of any term or condition of this Lease, and such breach or default is not cured within the applicable cure period, if any, Landlord may draw upon all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation or any part of the letter of credit (which may to perform the same for the account of Tenant, or for any damages, whether such damages or default accrue before or after summary proceedings or re-entry by Landlord. Landlord shall not be by overnight delivery required so to use, apply or retain the whole or any part of said security nor shall the provisions herein contained limit the rights and can be made via a copy thereof in lieu remedies of Landlord under this Lease. If Tenant shall fully and faithfully comply with all of the original provisions of this Lease, then, upon the termination or expiration of this Lease by lapse of time or otherwise and Tenant's surrender of the Premises in the event of a partial draw) and an affidavit to the effect that “default has occurred condition required under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of creditLease, it said security or any balance thereof remaining, shall be an immediate default hereunder with no notice returned to Tenant within 30 days after such termination or cure period requiredexpiration and surrender, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereofapplicable. In the event that of any sale, transfer or assignment of Landlord's interest under this Lease, Landlord may transfer or assign said security to the letter of credit Security Deposit is lost or destroyedtransferee, Tenant and Landlord thereupon shall upon request by be released from all liability with respect to said security. Without affecting the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction non-documentary status of the letter of credit).letter

Letter of Credit. The Notwithstanding the foregoing, Subtenant may, at any time, and in lieu of providing the Security Deposit may be made in the form of a cash, as provided for above, secure Subtenant's obligations to Sublandlord pursuant to this Sublease by delivering to Sublandlord an irrevocable sight draft letter of credit if in an amount equal to the issuer thereof is Collateral Amount and otherwise in such form, and issued by a bank, reasonably approved by Landlord in advance Sublandlord, and having an expiration date no earlier than the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term date of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation expiration of the Sublease Term (it being agreed that such letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and renewed on an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of creditannual basis, it shall be an immediate default hereunder with no notice or cure period required, if less than at least thirty (30) days shall remain until the expiry date (or until prior to the expiration of the initial or renewal term of the then current letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for being the longer period "Letter of (x) Credit"). In the resolution event of any then pending litigationbreach by Subtenant of Subtenant's obligations under this Sublease, injunctive action or proceeding (including without limitationSublandlord may, bankruptcy proceeding) having from time to time, draw upon and apply such amount of the effect Letter of prohibiting Credit as may be necessary to cure and/or compensate for such a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereofbreach. In the event that Subtenant so delivers the letter Letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by Credit in the then current beneficiaryCollateral Amount, cause a replacement letter of credit then the Security Deposit (if previously provided) shall be returned to be issued Subtenant, together with Interest thereon, no later than the date that is forty-five (provided proper affidavit by the beneficiary is made regarding the loss or destruction 45) days after Sublandlord's receipt of the letter Letter of creditCredit. Likewise, in the event that Subtenant has previously provided the Letter of Credit, Subtenant may, at any time, deposit with Sublandlord the applicable Collateral Amount of the Security Deposit (which shall be treated, and shall be in an amount, as described in Paragraph 12(a) above), in which event Subtenant shall no longer be required to maintain the Letter of Credit and the Security Deposit shall be treated as provided for above (except that Interest thereon shall be payable only on the Collateral Amount of the Security Deposit that the Sublandlord actually has in Sublandlord's possession and only with respect to the time period five (5) business days after Sublandlord actually is in possession of the Security Deposit to the date five (5) business days before Landlord returns the Security Deposit). Notwithstanding anything to the contrary, in no event shall Sublandlord be required to pay to Subtenant any Interest with respect to the Letter of Credit, and Subtenant must maintain the Security Deposit or Letter of Credit, in the then current Collateral Amount, throughout the Sublease Term (as hereinabove provided for).

Letter of Credit. The Security Deposit may be made At such time as Landlord acquires the Land and the Credit Termination Right expires or is waived by Landlord, Tenant shall deliver to Landlord an unconditional, irrevocable, transferable letter of credit, in the amount of Seven Million Five Hundred Thousand Dollars ($7,500,000), issued by Bank of America NT & SA, or another financial institution reasonably acceptable to Landlord, in the form of a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a attached hereto as Exhibit "M", with an original term of no less than one (1) year unless and automatic extensions through the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation end of the letter Term of credit this Lease and sixty (which may be 60) days thereafter (the "Letter of Credit"). Tenant shall keep the Letter of Credit, at its expense, in full force and effect until the sixtieth (60th) day after the Expiration Date or other termination of this Lease, to insure the faithful performance by overnight delivery and can be made via a copy thereof in lieu Tenant of all of the original covenants, terms and conditions of this Lease, including, without limitation, Tenant's obligations to repair, replace or maintain the Premises and to maintain the Letter of Credit, and Tenant's payment obligations with respect to Tenant Modifications (as defined in the Work Letter) being made by Change Order to Landlord's construction contract. The Letter of Credit shall provide thirty (30) days' prior written notice to Landlord of cancellation or material change thereof, and shall further provide that, in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf any nonextension of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form Letter of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than Credit at least thirty (30) days prior to its expiration, the entire face amount shall remain until be payable to Landlord, and Landlord shall hold any funds so obtained as the expiry date (security deposit required under this Lease. Such funds so obtained by Landlord, or until the expiration any unused portion thereof, shall be returned to Tenant upon replacement of the initial or renewal term Letter of the letter of credit) Credit. If Landlord uses any portion of any letter of credit posted cash security deposit to cure any default by Tenant hereunder, and Tenant shall not have renewed 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. Landlord shall keep any cash security funds separate from its general funds, and shall invest such cash security at Tenant's reasonable direction, and any interest actually earned by Landlord on such cash security shall be paid to Tenant on a quarterly basis within ten (10) business days after receipt thereof by Landlord. If an uncured or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two monthsincurable default occurs under this Lease, or (y) if Tenant is the subject of an additional one (1)-year period. In such eventInsolvency Proceeding, Landlord may immediately draw down on present its written demand for payment of the letter entire face amount of creditthe Letter of Credit 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 hold the proceeds thereof any remaining funds shall be held as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)deposit.

Letter of Credit. The Security Deposit may be made Simultaneously with the execution and delivery of this Lease, Tenant shall deliver to Landlord a clean, irrevocable letter of credit in the Letter of Credit Amount (as defined in Article 1) in the form of a letter of credit if the issuer thereof is approved attached hereto as Exhibit J or otherwise satisfactory in form and content to Landlord and issued by an FDIC insured bank located in Boston reasonably satisfactory to Landlord in advance favor of Landlord. During the Term hereof, including any extensions thereof, or for any period that Tenant remains in possession of the premises following the expiration of the term, or for any period Tenant has obligations hereunder to Landlord that remain unsatisfied following the expiration of the term (as may be extended), and for ninety (90) days after the form thereof latest to occur of the foregoing (i) is approved in advance by i.e., the Landlord; expiration of the term (ii) provides that it is automatically renewable for a term of no less than one (1) year unless as may be extended), the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable date on which Tenant vacates and assignable by yields up the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of premises, etc.), the letter of credit (shall be held to ensure the full and timely performance of Tenant9 s obligations under this Lease; which letter of credit may be drawn upon by overnight delivery Landlord and can be made via a copy thereof in lieu applied from time to time against outstanding obligations of the original in the event of a partial draw) and an affidavit Tenant hereunder without notice or demand. Tenant shall have no right to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary require Landlord to make the so draw and receive apply the proceeds.” If the Security Deposit is made in the form of a letter of credit, it nor shall Tenant be an immediate default hereunder with entitled to credit the same against rents or other sums payable hereunder. During the entire Term hereof, including any extension thereof, Tenant shall cause said letter of credit to be renewed, in identical form to that delivered herewith, no notice or cure period required, if less later than thirty (30) days shall remain until prior to the expiry date (or until the of expiration of same. Without limiting any other remedies of Landlord, in the initial or renewal term event that Tenant fails to renew any letter of credit given hereunder at least thirty (30) days prior to the date of expiration thereof, then Landlord shall have the right to draw down the entire amount of said letter of credit and hold such sums as a cash deposit. If and to the extent that Landlord makes such use of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or any part thereof, the sum so applied by Landlord (y) an additional one (1)-year period. In such event, Landlord may immediately draw down from cash or from a drawing on the letter of credit) shall be restored to the letter of credit (or by a new letter of credit equal to the difference) by Tenant forthwith upon notice from Landlord, and hold failure to so restore (within the proceeds thereof as grace period applicable to Base Rent hereunder) shall be a cash security deposit or apply default hereunder giving rise to all of Landlord’s rights and remedies applicable to a default in accordance with the terms hereofpayment of rent. In the event that of an adverse change of circumstance relating to the bank issuing the letter of credit, or Landlord otherwise reasonably believes the financial conditions of the issuing bank has been substantially degraded, Landlord reserves the right to require Tenant to replace the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause from time to time with a replacement substitute similar letter of credit issued by another bank reasonably satisfactory to be issued Landlord. Notwithstanding the foregoing, provided that: (provided proper affidavit by a) Tenant has not been in default of any of its obligations under this Lease after the beneficiary giving of any applicable notice or cure period within one (1) year prior to any Reduction Date, as hereinafter defined, in question, (b) Tenant is, as of such Reduction Date, not in default of its obligation under this Lease (provided, however, that if there is made regarding the loss or destruction no reduction of the letter Letter of creditCredit Amount based upon Tenant’s failure to satisfy the condition set forth in this clause (b), then Tenant may subsequently achieve a reduction in the Letter of Credit Amount pursuant to this sentence at such time as Tenant cures such default, so long as the cure occurs within any applicable notice or cure period, this Lease is then in full force and effect, and Tenant is otherwise then in full compliance with its obligations under this Lease), and (c) this Lease is then both in full force and effect, the Letter of Credit Amount shall be reduced as of each “Reduction Date” as set forth below to the corresponding amount shown in the following schedule: Reduction Date New Reduced Letter of Credit Amount First (1st) day of Lease Year 2 $117, 432.10 First (1st) day of Lease Year 3 $93, 945.68 First (1st) day of Lease Year 4 $70, 459.26 Any reduction in the Letter of Credit shall be accomplished by Tenant providing Landlord with a substitute Letter of Credit in the reduced amount in exchange for the existing Letter of Credit which Landlord is then holding, or by an amendment to the existing Letter of Credit then held by Landlord, in form and substance reasonably acceptable to Landlord, which is accepted by Landlord in writing. Landlord shall execute and deliver in connection therewith such acknowledgments and instruments as may be reasonably required to effectuate such reduction, including the delivery to Tenant or the issuer thereof of the Letter of Credit then held by Landlord.

Letter of Credit. The Security Deposit may be made If, at any time following the Telaprevir Approval, Tenant has an unrestricted cash, cash equivalent and marketable securities balance of [***], as determined in accordance with generally accepted accounting principles, consistently applied (the form “Financial Standard”) then Tenant shall provide to Landlord as security for the performance of the obligations of Tenant hereunder a letter of credit if in the issuer thereof is approved by Landlord amount specified in advance and Section 1.13 in accordance with this Section (as renewed, replaced, and/or reduced pursuant to this Section, the “Letter of Credit” ). The Letter of Credit shall be in the form thereof attached as Exhibit 17.01 to this Lease or such other form as Landlord may reasonably approve. If there is more than one Letter of Credit so delivered by Tenant, such Letters of Credit shall be collectively hereinafter referred to as the “Letter of Credit”. The Letter of Credit (i) is approved shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord that has an office in advance by the Landlord; Boston, Massachusetts, (ii) provides shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating either (a) that it Landlord is automatically renewable entitled to draw on the Letter of Credit in accordance with this Lease or (b) that Tenant has not delivered to Landlord a new Letter of Credit having a commencement date immediately following the expiration of the existing Letter of Credit in accordance with the requirements of this Lease, (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable at nominal cost, (iv) shall be for a an initial term of no not less than then one (1) year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer gives Landlord shall, at least 45 sixty (60) days advance prior to the scheduled expiration date, give Landlord written notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; such nonrenewal, and (v) provides that shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the sole condition to foregoing, the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter Letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit Credit for the longer final period of the Term shall be for a term ending not earlier then the date sixty (x60) days after the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction last day of the letter of credit)Term.

Letter of Credit. The Simultaneously with Tenant’s delivery to Landlord of this Lease, the Base Rent and Tenant’s Share of Direct Expenses first coming due hereunder and the Security Deposit in accordance with the provisions of Article 3 and Article 20 above, Tenant shall deliver to Landlord, as collateral for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may be made suffer as a result of any default by Tenant under this Lease, an irrevocable and unconditional negotiable letter of credit (the “Letter of Credit”), in the form and containing the terms required herein, payable in the City of Foster City, California running in favor of Landlord issued by a letter solvent nationally recognized bank with a long term rating of credit if BBB or higher, under the issuer thereof is approved by Landlord supervision of the Superintendent of Banks of the State of California, or a National Banking Association (the “Issuer”), in advance the amount of Eighty-five Thousand Seven Hundred Twelve Dollars ($85,712) (the “LC Amount”). Notwithstanding the foregoing and provided there shall not have occurred a default under Article 19 of the form thereof Lease at any time during the Term, the LC Amount shall be reduced as follows: (i) is approved in advance by if on the Landlord; eighteen month anniversary of the Lease Commencement Date Tenant has working capital of at least $20,000,000, the LC Amount shall be reduced to $56,808, and (ii) provides that it if on the third annual anniversary of the Lease Commencement Date Tenant (a) is automatically renewable for a term profitable (according to generally accepted accounting principles) and (b) has at least $5,000,000 in cash reserves, the LC Amount shall be reduced to $28,104. The Letter of no less than Credit shall be (a) at sight, irrevocable and unconditional, (b) maintained in effect, whether through replacement, renewal or extension, until one (1) year unless month after the issuer gives expiration of the entire Lease Term (the “Letter of Credit Expiration Date”) and Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord at least 45 thirty (30) days advance prior notice to the expiration of non-renewalthe Letter of Credit, without any action whatsoever on the part of Landlord, (c) subject to the International Standby Practices (1998–Rev) International Chamber of Commerce Publication #590, (d) acceptable to Landlord in its sole discretion, and (e) fully assignable by Landlord and 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 sole 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 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 this Lease, 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 any authorized party (if another entity); (iii2) provides that it is expressly transferable and assignable the Letter of Credit will be honored by the then current beneficiary issuing bank without inquiry as to the consent or joinder accuracy thereof and regardless of whether the Tenant and without payment disputes the content of a transfer fee; (iv) has as an attachment all required transfer and assignment documentationsuch statement; and (v3) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit transfer of Landlord’s interest in the Building, 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 effect 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 has occurred 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 time to time during the Term of this Lease 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 person requesting parties hereby agree to execute and submit to the draw Issuer such further applications, documents and instruments as may be necessary to effectuate same. It is authorized on behalf the intention of the then current beneficiary parties that each and every successor and assign of both Landlord and Tenant be bound by and subject to make the draw terms and receive provisions of this Article 27. Landlord may, at any time 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 proceeds.” If 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 Security Deposit is made 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 the LC Amount, Tenant shall within five (5) 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 form total amount of a the LC Amount and each such additional (or replacement) letter of creditcredit shall comply with all of the provisions of this Article 27, and if Tenant fails to do so, notwithstanding anything to the contrary contained in Article 19 hereof, the same shall constitute an incurable default by Tenant. Tenant further covenants and warrants that it shall will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be an immediate default hereunder with no notice bound by any such assignment, encumbrance, attempted assignment or cure period requiredattempted encumbrance. Without limiting the generality of the foregoing, if less 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) days shall remain until the expiry date (or until prior to the expiration thereof), which shall be irrevocable and automatically renewable as above provided through the Letter of Credit Expiration Date upon the initial or renewal term of same terms as the letter of credit) of any expiring letter of credit posted hereunderor such other terms as may be acceptable to Landlord in its sole discretion. However, and Tenant shall if the Letter of Credit is not have timely renewed or replaced (in accordance with the foregoing) such a substitute letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two monthsis not timely received, or (y) an additional one (1)-year period. In such eventif Tenant fails to maintain the Letter of Credit in the amount and terms set forth in this Article 27, Landlord may immediately draw down on shall have the letter right to present such Letter of credit, and hold Credit to the proceeds thereof as a cash security deposit or apply bank in accordance with the terms hereofof this Article 27, 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 Lease. In If there shall occur a default under this Lease as set forth in Article 19 of this Lease, Landlord may, but without obligation to do so, draw upon the Letter of Credit, in part or in whole, 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. 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 Letter of Credit in a timely manner. Landlord and Tenant acknowledge and agree that in no event that or circumstance shall the letter Letter of credit 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 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 commercial context (“Security Deposit is lost Laws”) shall have no applicability or destroyedrelevancy to the Letter of Credit and (y) to the extent permitted by law, Tenant shall upon request by waives any and all rights, duties and obligations either party may now or, in the then current beneficiaryfuture, cause a replacement letter of credit will have relating to be issued (provided proper affidavit by or arising from the beneficiary is made regarding the loss or destruction of the letter of credit).Security Deposit Laws. / / / continued on next page / / / / / / continued from previous page / / /

Letter of Credit. The Security Deposit may be made in Tenant shall cause the form of “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 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 the requirements of this Paragraph 6 as follows: (1) within ten (10) Business Days following execution of this Lease, Tenant shall provide a Letter of Credit in the 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 issuer thereof is amount of cash security deposit and increase the Letter of Credit Amount, provided that such cash security deposit shall in no event exceed one (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 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 advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewalits reasonable discretion; (iii) provides that it is expressly transferable be irrevocable, unconditional and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer feepayable upon demand; (iv) has as be maintained in effect, whether through renewal or extension, for the period commencing on the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is no less than ninety (90) days following the expiration of the Lease term, or contains a provision that provides that the Letter of Credit shall be automatically renewed on an attachment all required transfer annual basis without amendment of the Letter of Credit unless the Bank delivers a written notice of cancellation to Landlord and assignment documentationTenant at least sixty (60) days prior to the expiration of the Letter of Credit, without any action whatsoever on the part of Landlord; and (v) provides that be fully assignable, in whole but not in part, by Landlord to its successors and assigns or to lenders with an interest in the sole condition Premises; (vii) permit partial draws and multiple presentations and drawings, and (viii) be otherwise subject to the draw 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 the presentation of the letter acceptable to Landlord and is solvent, nationally recognized, and has a local San Francisco Bay Area or Los Angeles office which will negotiate or pay letters of credit (which may be by overnight delivery and can be made via a copy thereof 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 original 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 Xxxxxx, 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 a partial draw) and an affidavit 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 effect rating systems of S&P or Xxxxx’x is otherwise renamed, revised, discontinued or superseded, the parties agree that “default has occurred under this Lease and the person requesting the draw is authorized on behalf 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 beneficiary to make the draw credit ratings contained in this Paragraph 6 and receive the proceeds.” If the Security Deposit 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 form method used to calculate the credit ratings of a letter S&P or Moody’s, then, for the purposes of creditthis Lease, it the S&P or Moody’s credit ratings contained herein shall be an immediate default hereunder with no notice determined without giving effect to the new methods and Landlord shall adjust the S&P or cure period requiredMoody’s credit ratings, as the case may be, in a commercially reasonable manner to effect the same results as if less than thirty (30) days shall remain until the expiry date (S&P or until Moody’s credit ratings were calculated in the expiration manner in effect as of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms date hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit).

Letter of Credit. The Security Deposit may be made in the form Within five (5) business days after Tenant's ---------------- execution of a letter of credit if the issuer thereof is approved by this Lease, Tenant shall deliver to Landlord in advance an unconditional, irrevocable and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be "LETTER OF CREDIT") in favor of Landlord in substantially the form attached hereto as Exhibit G, issued by overnight delivery and can be made via Bank of America, Wells Fargo Bank, Union Bank of California or any other bank satisfxxxxxy to Landlord in its sole discretion with a copy thereof branch located in lieu of the original Southern California, in the event of a partial drawprincipal amount ("STATED AMOUNT") and an affidavit specified below, to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (held by Landlord in accordance with the foregoingterms, provisions and conditions of this Lease. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Letter of Credit. The Stated Amount shall initially be One Million Seven Hundred Thousand Dollars ($1,700,000.00); provided, however, that, except as hereinafter provided, upon the dates specified below ("ADJUSTMENT DATES"), the Stated Amount may be reduced to the following amounts: Date Stated Amount ---- ------------- May 1, 2007 $850,000.00 May 1, 2008 $595.000.00 May 1, 2009 $240,000.00 May 1, 2010 $0.00 However, if (i) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two monthsdefault by Tenant occurs under this Lease, or (yii) 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 Section 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. The Letter of Credit shall state that an additional one (1)-year periodauthorized 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, without qualification or satisfaction of any conditions, except the proper identification of the party making such demand. In such eventaddition, the Letter of Credit shall indicate that it is transferable in its entirety by Landlord may immediately draw down on the letter as beneficiary and that upon receiving written notice of credittransfer, and hold upon presentation to the proceeds thereof issuing bank of the original Letter of Credit, the issuer or confirming bank will reissue the Letter of Credit naming such transferee as a cash security deposit or apply in accordance with the terms hereofbeneficiary. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request be responsible for the payment to the issuing bank of any transfer costs imposed by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)issuing bank in connection with any such transfer.

Letter of Credit. The Security Deposit may be made In lieu of the cash deposit described in Paragraph ---------------- 32 of the form of a Lease, Tenant shall, upon signing this Lease, deliver to Landlord an irrevocable and unconditional letter of credit if (the issuer thereof is "Letter of Credit") governed by the Uniform Customs and Practice for Documentary Credits (1993 revisions), International Chamber of Commerce Publication No. 500, as revised from time to time, in the amount of Nine Hundred Seventy-Seven Thousand Five Hundred Forty-Three and No/100 Dollars ($977,543.00), issued to Landlord, as beneficiary, in form and substance satisfactory to Landlord, by a bank (an "Approved Bank") approved by Landlord qualified to transact banking business in advance California with an office in the City and County of San Francisco at which drafts drawn on the Letter of Credit may be presented for payment. The full amount of the Letter of Credit shall be available to Landlord upon presentation of Landlord's sight draft accompanied only by the Letter of Credit and Landlord's signed statement that Landlord is entitled to draw on the Letter of Credit pursuant to this Lease. Tenant shall maintain the Letter of Credit for the entire term of this Lease, subject only to reduction in the amount of the Letter of Credit as provided in this Paragraph. The Letter of Credit shall expressly state that the Letter of Credit and the form thereof (i) is approved in advance right to draw thereunder may be transferred or assigned by the Landlord; (ii) provides Landlord to any successor or assignee of Landlord under this Lease. The Letter of Credit shall also provide that it is shall be deemed automatically renewable renewed, without amendment, for a term consecutive periods of no less than one (1) year each during the term of this Lease (plus a period of thirty (30) days after the Term Expiration Date), unless the issuer gives Approved Bank sends written notice ("Issuer Notice") to Landlord at least 45 by any method specified in Paragraph 34 of the Lease, not less than sixty (60) days advance prior notice next preceding the then expiration date of non-renewal; (iii) provides the Letter of Credit that it is expressly transferable elects not to have such Letter of Credit renewed. If Landlord receives an Issuer Notice, and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less not later than thirty (30) days shall remain until prior to the expiry date (or until the expiration of the initial or renewal term Letter of Credit Tenant fails to furnish Landlord with a replacement Letter of Credit pursuant to the terms and conditions of this Paragraph 57, then Landlord shall have the right to draw the full amount of the letter Letter of credit) of any letter of credit posted hereunderCredit, by sight draft, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof of the Letter of Credit as a cash security deposit or apply in accordance with pursuant to the terms hereofand conditions of Paragraph 32 of the Lease. In Notwithstanding the foregoing, in the event that Tenant is not in default on the letter commencement of credit Security Deposit is lost or destroyedthe Third, Fourth and Fifth Lease Years, as applicable, and Tenant has not previously been in default under this Lease more than once, Tenant shall upon request by have the then current beneficiaryright, cause a replacement letter at its sole cost and expense, to obtain an amendment to the Letter of credit to be issued (provided proper affidavit by Credit in each of said Lease Years which reduces the beneficiary is made regarding the loss or destruction amount of the letter Letter of credit).Credit so that the amount of the Letter of Credit for said Lease Years is as follows: Lease Year 3 $733,157.00 Lease Year 4 $488,772.00 Lease Year 5 $244,386.00

Letter of Credit. The Security Deposit may be made Within two (2) business days after Subtenant’s receipt of a copy of Master Landlord’s Consent, Subtenant shall provide to Sublandlord an unconditional, clean, irrevocable Letter of Credit (“Letter of Credit”) in the form amount of One Hundred Eleven Thousand Six Hundred Ninety-Nine and 25/100 Dollars ($111,699.25) in favor of Sublandlord and issued by a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit bank (which may be by overnight delivery accepts deposits, maintains accounts and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of will negotiate a letter of credit, it and whose deposits are insured by the FDIC) located in the Bay Area and reasonably acceptable to Sublandlord (“Issuer”). The Letter of Credit shall (a) be fully transferable by Sublandlord without payment of transfer fees, (b) permit multiple drawings, and (c) provide that draws, including partial draws, at Sublandlord’s election, will be honored upon the delivery to the Issuer of a certificate signed by Sublandlord, or its authorized agent, that Sublandlord is entitled to make the requested draw pursuant to the terms of the Sublease. If Subtenant fails to pay Rent or any other sums as and when due hereunder, or otherwise defaults with respect to any provision of this Sublease in each case beyond the applicable notice and cure period, Sublandlord may (but shall not be obligated to) use, apply or retain all or any portion of the Letter of Credit for payment of any sum for which Subtenant is obligated or which will compensate Sublandlord for any loss or damage which Sublandlord may suffer thereby. Any draw or partial draw of the Letter of Credit shall not constitute a waiver by Sublandlord of its right to enforce its other remedies hereunder, at Law or in equity. If any portion of the Letter of Credit is drawn upon, Subtenant shall, within ten (10) days after delivery of written demand from Sublandlord, either restore said Letter of Credit to its requisite amount or pay Sublandlord an amount equal to any draw made upon the Letter of Credit. The Letter of Credit shall be an immediate default hereunder with no notice or cure period required, if less than in effect for the entire Sublease Term plus sixty (60) days beyond the End Date. The Letter of Credit shall automatically renew each year during the Sublease Term unless Sublandlord is given at least thirty (30) days shall remain until prior notice of a non-renewal by the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunderIssuer, and Tenant Sublandlord shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a be able to draw on the Security Deposit letter Letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply Credit in accordance with the terms hereof. In the event of such notice. The parties agree that the letter provisions of credit Security Deposit is lost Civil Code Sections 1950.7 and 1951.7 do not apply to the Letter of Credit or destroyed, Tenant shall upon request by any proceeds from the then current beneficiary, cause a replacement letter Letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Credit.

Letter of Credit. The Security Deposit may be made Simultaneously with the execution and delivery of this Lease, Tenant shall deliver to Landlord a clean, irrevocable letter of credit in favor of Landlord in the Letter of Credit Amount (as defined in Section 1.2) in the form attached hereto as Exhibit D or otherwise satisfactory in form and content to Landlord and issued by Silicon Valley Bank or other FDIC insured bank reasonably satisfactory to Landlord. During the Term hereof, and any extensions thereof, and for 60 days after the expiration of a letter the Term, or for so long thereafter as Tenant is in possession of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Premises or has unsatisfied obligations hereunder to Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of , the letter of credit shall be held to ensure the full and timely performance of Tenant’s obligations under this Lease; which letter of credit may, following a default by Tenant beyond any applicable notice period, be drawn upon by Landlord and applied from time to time against outstanding obligations of Tenant hereunder without further notice or demand; provided, however, if any such notice is prohibited, stayed or barred by applicable law without obtaining court, trustee or other party’s approval (which may be by overnight delivery and can be made via a copy thereof in lieu of e.g., the original automatic stay in the event of a partial draw) and an affidavit bankruptcy), no notice shall be required for Landlord to draw upon the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf letter of the then current beneficiary credit. Tenant shall have no right to make the require Landlord to so draw and receive apply the proceeds.” If the Security Deposit is made in the form of a letter of credit, it nor shall Tenant be an immediate default hereunder with entitled to credit the same against rents or other sums payable hereunder. During the entire Term hereof, including any extension thereof, Tenant shall cause said letter of credit to be renewed, in identical form to that delivered herewith, no notice or cure period required, if less later than thirty (30) 30 days shall remain until prior to the expiry date (or until the of expiration of same. Without limiting any other remedies of Landlord, in the initial or renewal term event that Tenant fails to renew any letter of credit given hereunder at least 30 days prior to the date of expiration thereof, then Landlord shall have the right to draw down the entire amount of said letter of credit and hold such sums as a cash deposit. If and to the extent that Landlord makes such use of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or any part thereof, the sum so applied by Landlord (y) an additional one (1)-year period. In such event, Landlord may immediately draw down from cash or from a drawing on the letter of credit) shall be restored or replenished by delivery of a new letter of credit or additional letter of credit equal to the difference) by Tenant upon notice from Landlord, and hold failure to so restore or replenish (within the proceeds thereof as grace period applicable to Fixed Rent hereunder) shall be a cash security deposit or apply default hereunder giving rise to all of Landlord’s rights and remedies applicable to a default in accordance with the terms hereofpayment of rent. In the event that of a change of circumstance relating to the bank issuing the letter of credit, or Landlord otherwise reasonably believes the financial conditions of the issuing bank has been degraded, Landlord reserves the right to require Tenant to replace the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause from time to time with a replacement substitute similar letter of credit issued by another bank satisfactory to be issued Landlord. Notwithstanding the foregoing, provided (provided proper affidavit by the beneficiary is made regarding the loss or destruction i) Tenant has not been in default at any time beyond any applicable grace period under any of the letter terms and conditions of creditthis Lease; and (ii) the Tenant originally named herein (or a Permitted Transferee) continues to occupy and operate in not less than 40,348 rentable square feet of the Premises (excluding the Basement Space), the Letter of Credit Amount shall be reduced, upon Tenant’s written request, to $231,980.00 at the end of the seventh (7th) full Lease Year.

Letter of Credit. The Security Deposit may be made in (a) Guarantor agrees to obtain, as a condition precedent to Lessor’s obligations under the form of a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as Lease, an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the irrevocable letter of credit (which may the “Credit”) from such issuer and in an initial amount of not less than $5,378,399.00 and in such form as is consistent with the terms of this Guaranty and as is reasonably acceptable to Lessor. The Credit shall be by overnight delivery unconditional and can be made via a copy thereof remain in lieu full force and effect for the entire Initial Term of the original Schedule identified in Section 1 above, provided that Guarantor shall upon at least 30 days prior written notice to Lessor be entitled to replace any existing letter of credit with a substitute irrevocable letter of credit (“Substitute Credit”) in such form as is consistent with the terms of this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the Credit as then in effect (including, without limitation, providing for an available amount equal to the then currently available amount under the Credit and, if such substitute letter of credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that would be in effect under the Credit originally accepted by Lessor hereunder), and is from an issuer reasonably acceptable to Lessor. Any such Substitute Credit, once issued and in the possession of Lessor, shall become the only Credit on which Lessor shall make any subsequently initiated draws. Any proceeds of the Credit shall be applied by Lessor: (i) only to Guaranteed Obligations under this Guaranty, and (ii) only following the giving of a Demand Notice and the expiration of the Demand Period with respect thereto. Lessor will only be entitled to draw upon the Credit only to the extent of the foregoing or, if it shall have received a notice of nonrenewal from the issuer of the Credit, Lessor will be entitled to draw up to the entire available amount of the Credit, but only to the extent of the total of the Guaranteed Obligations then outstanding, and the extent of any other outstanding obligations of Guarantor under this Guaranty, and to the extent of any Guaranteed Obligations which are not due which are to come due, provided further that in the event of such a partial drawnotice of nonrenewal Lessor shall not draw on the Credit if Guarantor has within 30 days of Lessor’s receipt of the notice of nonrenewal replaced the existing letter of credit with a Substitute Credit as provided above . If, for any reason, whether or not in breach of this Guaranty or in compliance with this Guaranty, Lessor (or its lawful assignees or transferees) and an affidavit draw on the Credit for any sums exceeding the amounts then due by Guarantor for obligations under this Guaranty (such amounts so drawn in breach of this Guaranty to the extent they have not from time to time been applied to Guaranteed Obligations hereunder or paid to Guarantor hereunder, the “Excess Amounts”), Lessor agrees (A) to pay interest on such Excess Amounts at the 3-Month Treasury Constant Maturity rate as described in Federal Reserve Statistical Release H.15 – Selected Interest Rates (available, for example, at xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data.htm and, specifically, xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data/Weekly_Friday_/H15_TCMNOM_M3.txt which, by way of further example, reflects a rate of 4.99% for the week ending December 8, 2006), or any successor publication of the US Federal Reserve System, as from time to time existing at and after such time(s) that such draws are made, the rate reported for the last day of each complete week to apply for the entire preceding week, and (B) to pay such Excess Amounts and such accrued interest to Guarantor as follows: (1) in full at such time as the Guaranteed Obligations have been paid in full, (2) in full at such time that Guarantor provides a Substitute Credit in such form as is consistent with the terms of this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the original Credit (including, without limitation, providing for an available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) not drawn on the original Credit and, if such Substitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), and such Substitute Credit is from an issuer reasonably acceptable to Lessor; (3) if at any time the Excess Amounts plus accrued interest therein plus the amounts then available under the Credit exceed the amount that would have otherwise been available under the Credit if the Excess Amounts then outstanding had not been drawn under the Credit (and no subsequent conditions had existed that would have allowed a draw of any portion of such Excess Amounts or otherwise permitted Lessor to notify the issuer of the Credit to cease further reductions), and the quarterly reductions had thus continued to occur under the terms of the Credit (the “default has occurred Putatively Scheduled Reductions”), Lessor shall upon demand of Guarantor immediately pay Guarantor the Excess Amounts and accrued interest thereon to the extent the actual amount available under the Credit exceeds the amount that would have been available under the Credit had the Putatively Scheduled Reductions (as in effect on the date of Guarantor’s demand) taken place, or (4) as is subsequently agreed-to in writing by the parties hereto or ordered by a court of competent jurisdiction as referenced in Section 11 below (provided, however, that this reference to such order shall not be considered an agreement or stipulation thereto by Lessor). Any Excess Amounts and accrued interest shall be considered a general obligation of Lessor and, for the avoidance of doubt, not the property of Guarantor and not property held in held in trust for the benefit of Guarantor. For the further avoidance of doubt, Lessor shall have no obligations with respect to such Excess Amounts or accrued interest except as expressly provided for in this Guaranty, and, without limiting the generality of the foregoing, Lessor need not keep any Excess Amounts or accrued interest in a separate account or otherwise segregate any Excess Amounts or accrued interest from its general assets and obligations (it being the express agreement of the parties that in exchange for Lessor’s obligation to pay interest on the Excess Amounts as provided above Lessor shall have the full benefit and use of the Excess Amounts and accrued interest, which it may invest, reinvest, or not invest, all as Lessor may see fit in its absolute discretion, without having to account to Guarantor for the same). Any Excess Amounts and accrued interest shall be applied by Lessor only to Guaranteed Obligations under this Lease Guaranty, and only following the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form giving of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until Demand Notice and the expiration of the initial or renewal term Demand Period with respect thereto. The parties agree that their fundamental agreement and intent hereunder is that the Guaranteed Obligations be at all times unconditionally secured by full access to the funds intended to be available under the Credit (as originally contemplated hereby) even following any breach hereunder by Lessor. Accordingly, the parties agree that no payment of the letter Excess Amounts shall be paid to Guarantor except to the extent provided in clauses (1) through (3) above and that any court in determining remedies for the breach by Lessor hereunder shall not order payment of creditsuch amounts over to Guarantor except consistent with clauses (1) through (3) above but, rather, shall consider alternative remedies consistent with the parties’ intent, including, without limitation, maintaining the Excess Amounts and accrued interest thereon which are not required to be paid to Guarantor under any of any letter of credit posted hereunder, and Tenant clauses (1) through (3) above in a separate account such that Lessor shall have the full benefit thereof without condition or contingency—other than the conditions provided in this Guaranty that the Guaranteed Obligations shall not have renewed or replaced been actually paid, that a Demand Notice shall be given as provided above, and that the ensuing Demand Period shall have expired. For the avoidance of doubt, as stated in clause (2) above, nothing in accordance this paragraph shall prevent Guarantor from being entitled to immediate payment of the Excess Amounts if and when Guarantor provides a Substitute Credit in such form as is consistent with the foregoing) such letter terms of credit for this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the longer period of original Credit (x) the resolution of any then pending litigationincluding, injunctive action or proceeding (including without limitation, bankruptcy proceedingproviding for an available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) having the effect of prohibiting a draw not drawn on the Security Deposit letter of creditoriginal Credit and, plus two monthsif such Substitute Credit provides for a transfer fee, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credittransfer fee does not exceed the transfer fee that was in effect under the original Credit), and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit such Substitute Credit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit from an issuer reasonably acceptable to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Lessor.

Letter of Credit. The Security Deposit may be made Concurrently with execution hereof, Tenant shall deliver to Landlord, at Tenant's sole cost and expense, the Letter of Credit described below in the form amount of Five Hundred Thousand Dollars ($500,000.00) as security for the full and faithful performance of Tenant's covenants and obligations under this Lease. Upon the earlier of Tenant's delivery to Landlord of a Guaranty by a Qualified Corporate Partner or forty-five (45) days after the expiration of the Term or earlier termination, the Letter of Credit shall be returned to Tenant, reduced by any amounts that Landlord reasonably estimates to be required to remedy any defaults on the part of Tenant hereunder. Landlord 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 to cure any default under this Lease and to compensate Landlord for any damage Landlord incurs as a result of such default, it being understood that any use of the Letter of Credit Proceeds shall not constitute a bar or defense to any of Landlord's remedies set forth in this Lease. In such event and upon written notice from Landlord to Tenant specifying the amount of the Letter of Credit Proceeds so utilized by Landlord, Tenant shall immediately deliver to Landlord an amendment to the Letter of Credit or a replacement Letter of Credit in an amount equal to one hundred percent (100 percent) of the applicable amount specified below. Tenant's failure to deliver such replacement Letter of Credit to Landlord within ten (10) days of Landlord's notice shall constitute a default hereunder. As used herein, Letter of Credit shall mean an unconditional, stand-by irrevocable letter of credit if (hereinafter referred to as the issuer thereof "LETTER OF CREDIT") issued by a major national bank mutually satisfactory to Landlord and Tenant (collectively, the "BANK"), naming Landlord as beneficiary, in the amount of Five Hundred Thousand Dollars ($500,000.00). During the period from the Commencement Date through the last day of the sixth Lease Year, the amount of the Letter of Credit shall be reduced by Twenty Thousand Dollars ($20,000.00) on the last day of each such Lease Year. During the period from the seventh Lease Year through the Expiration Date, the amount of the Letter of Credit shall be reduced by One Hundred Twenty-Six Thousand Six Hundred Sixty-Seven Dollars ($126,667.00) on the last day of each such Lease Year. The Letter of Credit shall be for a one-year term and in any event shall be maintained in effect from the date hereof through the date that is approved by Landlord in advance and forty-five (45) days after expiration of the form thereof Term or earlier termination. The Letter of Credit shall provide: (i) is approved in advance by that Landlord may make partial and multiple draws thereunder, up to the Landlord; face amount thereof, (ii) provides that it Landlord may draw upon the Letter of Credit up to the full amount thereof, as determined by Landlord, and the Bank will pay to Landlord the amount of such draw upon receipt by the Bank of a sight draft signed by Landlord, accompanied by a written statement from Landlord that Tenant is automatically renewable in default under the Lease, and (iii) that, in the event of Landlord's assignment or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable (with Tenant paying all costs and expenses charged by the Bank in connection with any such transfer) by Landlord, without recourse, to the assignee or transferee of such interest and the Bank shall confirm the same to Landlord and such assignee or transferee. In the event that the Bank shall fail to notify Landlord at least forty-five (45) days prior to expiration of the Letter of Credit that the Letter of Credit will be renewed for a term of no less than at least one (1) year unless beyond the issuer gives then applicable expiration date, and deliver to Landlord a replacement Letter of Credit or a modification to the existing Letter of Credit effectuating such renewal at least 45 days advance prior notice of nonforty-renewal; five (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (3045) days shall remain until the expiry date (or until the prior to expiration of the initial or renewal term Letter of the letter of credit) of any letter of credit posted hereunderCredit, and Tenant shall not have renewed or replaced otherwise delivered to Landlord, at least forty-five (45) days prior to the relevant annual expiration date, a replacement Letter of Credit in accordance with the foregoing) such letter of credit for amount required hereunder and otherwise meeting the longer period of (x) the resolution of any requirements set forth above, then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a Landlord shall be entitled to draw on the Security Deposit letter Letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of creditCredit as provided above, and shall hold the proceeds thereof of such draw as security for the full and faithful performance of Tenant's obligations hereunder, until Tenant shall have provided a cash security deposit or apply new Letter of Credit, in which event Landlord shall promptly return the proceeds of such draw, not otherwise used in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter Lease, to Tenant. Notwithstanding the foregoing, at anytime after the commencement of creditthe Term, Landlord agrees to allow Tenant to replace the Letter of Credit as required hereunder with an unconditional guaranty of Tenant's obligations under this Lease in the form of EXHIBIT C (the "GUARANTY")., from a Qualified Corporate Partner. A Qualified Corporate Partner shall mean an Affiliate, as that term is defined in Paragraph 23 below, that, at the time of executing the Guaranty, has: (i) a rating from Moody's of "Baa" or better, or a rating from Standard & Poor's of "A-" or better, or (ii) cash and cash equivalents in excess of [*]. As used in the preceding paragraph, the following terms shall have the meanings set forth below:

Letter of Credit. The Concurrently with Xxxxxx’s execution of the Lease, Tenant shall deposit with Landlord a letter of credit in the Letter of Credit Amount meeting the requirements set forth below (the “Letter of Credit”), as security for the faithful performance and observance by Xxxxxx of the terms, covenants and conditions of this Lease. If an Event of Default occurs or if Tenant fails to pay any Rent as and when due, Landlord may draw on the Letter of Credit or apply or retain Security Deposit (as defined below), in whole or in part, to the extent required for the payment of (a) any Rent due from Tenant, (b) any sum which Landlord may expend or may be made required to expend by reason of the Default, and (c) any damages to which Landlord is entitled pursuant to this Lease. Landlord may also draw on the Letter of Credit if any of the following shall have occurred or be applicable: (1) the Bank (as defined below) has notified Landlord that the Letter of Credit will not be renewed or extended beyond its then expiration date if such date occurs prior to the one hundred twentieth (120th) day after the Expiration Date (“LC Expiration Date”) or (2) a material change in the financial condition of the Bank as reasonably determined by Landlord and Tenant fails to deliver a new Letter of Credit that complies with the provision of this Article 23 within ten (10) Business Days after Notice from Landlord, or (3) the Term is extended or renewed and Tenant fails to deliver a new Letter of Credit that complies with the provision of this Article 23 or an amendment to the existing Letter of Credit extending the latest expiration date of the Letter of Credit to the date one hundred twenty (120) days after the last day of the extended Term no later than forty-five (45) days prior to the then expiration date of the Letter of Credit. Tenant shall not assign or encumber the Letter of Credit or any part thereof and neither Landlord not its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. If Landlord applies, retains or draws any part of the Letter of Credit, Tenant, upon demand, shall deposit with Landlord, an additional Letter of Credit or amendment to the existing Letter of Credit in the amount so applied, retained or drawn so that Landlord shall have the full amount of the Letter of Credit available at all times during the Term. If Landlord draws on the Letter of Credit in accordance with this paragraph, the proceeds of the Letter of Credit may be applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses that Landlord has suffered and is entitled to pursuant to this Lease and any unused proceeds shall constitute a cash security deposit (“Security Deposit”). The Letter of Credit shall be in the form of a an irrevocable standby letter of credit if payable in the issuer thereof is approved City of Minneapolis , Minnesota, running in favor of Landlord and issued by a solvent, nationally recognized bank under the supervision of the Commissioner of Banks and Real Estate of the State of Minnesota, or a national banking association. The form and terms of the Letter of Credit and the bank issuing the same shall be acceptable to Landlord, in Xxxxxxxx’s sole discretion. Xxxxxx 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 in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation any portion of the letter Letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit Credit, provided Xxxxxxxx’s request for payment is made in accordance with this Lease. Landlord shall return the form Letter of a letter of credit, it shall be an immediate default hereunder with no notice Credit or cure period required, if less than any Security Deposit to Tenant within thirty (30) days shall remain until after the expiry date (or until Expiration Date, the expiration delivery of possession of the initial Premises to Landlord in the manner required by this Lease and payment of all Rent due under this Lease. Landlord shall have the right to transfer the Letter of Credit or renewal term Security Deposit to any purchaser of the letter of credit) of Project or any letter of credit posted hereunder, and Holder at no cost to Landlord. Tenant shall not have renewed look solely to such purchaser or replaced (in accordance with the foregoing) such letter of credit Holder for the longer period return of (x) the resolution such Letter of any then pending litigation, injunctive action Credit or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, and the provisions hereof shall apply to every transfer or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction assignment of the letter Letter of credit)Credit or Security Deposit.

Letter of Credit. The Security Deposit may be made in (a) Guarantor agrees to obtain, as a condition precedent to Lessor’s obligations under the form of a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as Lease, an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the irrevocable letter of credit (which may the “Credit”) from such issuer and in an initial amount of not less than $3,598,633.00 and in such form as is consistent with the terms of this Guaranty and as is reasonably acceptable to Lessor. The Credit shall be by overnight delivery unconditional and can be made via a copy thereof remain in lieu full force and effect for the entire Initial Term of the original Schedule identified in Section 1 above, provided that Guarantor shall upon at least 30 days prior written notice to Lessor be entitled to replace any existing letter of credit with a substitute irrevocable letter of credit (“Substitute Credit”) in such form as is consistent with the terms of this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the Credit as then in effect (including, without limitation, providing for an available amount equal to the then currently available amount under the Credit and, if such substitute letter of credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that would be in effect under the Credit originally accepted by Lessor hereunder), and is from an issuer reasonably acceptable to Lessor. Any such Substitute Credit, once issued and in the possession of Lessor, shall become the only Credit on which Lessor shall make any subsequently initiated draws. Any proceeds of the Credit shall be applied by Lessor: (i) only to Guaranteed Obligations under this Guaranty, and (ii) only following the giving of a Demand Notice and the expiration of the Demand Period with respect thereto. Lessor will only be entitled to draw upon the Credit only to the extent of the foregoing or, if it shall have received a notice of nonrenewal from the issuer of the Credit, Lessor will be entitled to draw up to the entire available amount of the Credit, but only to the extent of the total of the Guaranteed Obligations then outstanding, and the extent of any other outstanding obligations of Guarantor under this Guaranty, and to the extent of any Guaranteed Obligations which are not due which are to come due, provided further that in the event of such a partial drawnotice of nonrenewal Lessor shall not draw on the Credit if Guarantor has within 30 days of Lessor’s receipt of the notice of nonrenewal replaced the existing letter of credit with a Substitute Credit as provided above . If, for any reason, whether or not in breach of this Guaranty or in compliance with this Guaranty, Lessor (or its lawful assignees or transferees) and an affidavit draw on the Credit for any sums exceeding the amounts then due by Guarantor for obligations under this Guaranty (such amounts so drawn in breach of this Guaranty to the extent they have not from time to time been applied to Guaranteed Obligations hereunder or paid to Guarantor hereunder, the “Excess Amounts”), Lessor agrees (A) to pay interest on such Excess Amounts at the 3-Month Treasury Constant Maturity rate as described in Federal Reserve Statistical Release H.15 – Selected Interest Rates (available, for example, at xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data.htm and, specifically, xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data/Weekly_Friday_/H15_TCMNOM_M3.txt which, by way of further example, reflects a rate of 4.99% for the week ending December 8, 2006), or any successor publication of the US Federal Reserve System, as from time to time existing at and after such time(s) that such draws are made, the rate reported for the last day of each complete week to apply for the entire preceding week, and (B) to pay such Excess Amounts and such accrued interest to Guarantor as follows: (1) in full at such time as the Guaranteed Obligations have been paid in full, (2) in full at such time that Guarantor provides a Substitute Credit in such form as is consistent with the terms of this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the original Credit (including, without limitation, providing for an available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) not drawn on the original Credit and, if such Substitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), and such Substitute Credit is from an issuer reasonably acceptable to Lessor; (3) if at any time the Excess Amounts plus accrued interest therein plus the amounts then available under the Credit exceed the amount that would have otherwise been available under the Credit if the Excess Amounts then outstanding had not been drawn under the Credit (and no subsequent conditions had existed that would have allowed a draw of any portion of such Excess Amounts or otherwise permitted Lessor to notify the issuer of the Credit to cease further reductions), and the quarterly reductions had thus continued to occur under the terms of the Credit (the “default has occurred Putatively Scheduled Reductions”), Lessor shall upon demand of Guarantor immediately pay Guarantor the Excess Amounts and accrued interest thereon to the extent the actual amount available under the Credit exceeds the amount that would have been available under the Credit had the Putatively Scheduled Reductions (as in effect on the date of Guarantor’s demand) taken place, or (4) as is subsequently agreed-to in writing by the parties hereto or ordered by a court of competent jurisdiction as referenced in Section 11 below (provided, however, that this reference to such order shall not be considered an agreement or stipulation thereto by Lessor). Any Excess Amounts and accrued interest shall be considered a general obligation of Lessor and, for the avoidance of doubt, not the property of Guarantor and not property held in held in trust for the benefit of Guarantor. For the further avoidance of doubt, Lessor shall have no obligations with respect to such Excess Amounts or accrued interest except as expressly provided for in this Guaranty, and, without limiting the generality of the foregoing, Lessor need not keep any Excess Amounts or accrued interest in a separate account or otherwise segregate any Excess Amounts or accrued interest from its general assets and obligations (it being the express agreement of the parties that in exchange for Lessor’s obligation to pay interest on the Excess Amounts as provided above Lessor shall have the full benefit and use of the Excess Amounts and accrued interest, which it may invest, reinvest, or not invest, all as Lessor may see fit in its absolute discretion, without having to account to Guarantor for the same). Any Excess Amounts and accrued interest shall be applied by Lessor only to Guaranteed Obligations under this Lease Guaranty, and only following the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form giving of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until Demand Notice and the expiration of the initial or renewal term Demand Period with respect thereto. The parties agree that their fundamental agreement and intent hereunder is that the Guaranteed Obligations be at all times unconditionally secured by full access to the funds intended to be available under the Credit (as originally contemplated hereby) even following any breach hereunder by Lessor. Accordingly, the parties agree that no payment of the letter Excess Amounts shall be paid to Guarantor except to the extent provided in clauses (1) through (3) above and that any court in determining remedies for the breach by Lessor hereunder shall not order payment of creditsuch amounts over to Guarantor except consistent with clauses (1) through (3) above but, rather, shall consider alternative remedies consistent with the parties’ intent, including, without limitation, maintaining the Excess Amounts and accrued interest thereon which are not required to be paid to Guarantor under any of any letter of credit posted hereunder, and Tenant clauses (1) through (3) above in a separate account such that Lessor shall have the full benefit thereof without condition or contingency—other than the conditions provided in this Guaranty that the Guaranteed Obligations shall not have renewed or replaced been actually paid, that a Demand Notice shall be given as provided above, and that the ensuing Demand Period shall have expired. For the avoidance of doubt, as stated in clause (2) above, nothing in accordance this paragraph shall prevent Guarantor from being entitled to immediate payment of the Excess Amounts if and when Guarantor provides a Substitute Credit in such form as is consistent with the foregoing) such letter terms of credit for this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the longer period of original Credit (x) the resolution of any then pending litigationincluding, injunctive action or proceeding (including without limitation, bankruptcy proceedingproviding for an available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) having the effect of prohibiting a draw not drawn on the Security Deposit letter of creditoriginal Credit and, plus two monthsif such Substitute Credit provides for a transfer fee, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credittransfer fee does not exceed the transfer fee that was in effect under the original Credit), and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit such Substitute Credit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit from an issuer reasonably acceptable to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Lessor.

Letter of Credit. The Security Deposit may be made in Simultaneously with the form execution and delivery of this Lease, Tenant has delivered to Landlord as security for the performance of the obligations of Tenant hereunder cash or a letter of credit if in the issuer thereof is approved by Landlord amount specified in advance and Section 2.3 in accordance with this Section (as renewed, replaced, and/or reduced pursuant to this Section, the “Letter of Credit”). The Letter of Credit shall be in the form thereof attached as Exhibit G to this Lease or such other form as Landlord may reasonably approve. If there is more than one Letter of Credit so delivered by Tenant, such Letters of Credit shall be collectively hereinafter referred to as the “Letter of Credit”. The Letter of Credit (i) is approved shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord that has an office in advance by the Landlord; Skokie, Illinois, (ii) provides that it is automatically renewable for a term of no less than one (1) year unless shall require only the presentation to the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation certificate of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu holder of the original in the event Letter of Credit stating either (a) that a partial draw) and an affidavit to the effect that “default has occurred under this Lease after the expiration of any applicable notice and cure period (or stating that transmittal of a default notice is barred by applicable bankruptcy or other law if such is the person requesting case) or (b) stating that Tenant has not delivered to Landlord a new Letter of Credit having a commencement date immediately following the draw is authorized on behalf expiration of the then current beneficiary existing Letter of Credit in accordance with the requirements of the Lease, (iii) shall be payable to make Landlord and its successors in interest as the draw Landlord and receive the proceeds.” If the Security Deposit is made shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the form of a letter of creditLease, it (iv) shall be for an immediate initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least forty-five (45) days prior to the scheduled expiration date, give Landlord written notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period of the Term shall be for a term ending not earlier then the date sixty (60) days after the last day of the Term. If Tenant shall be in default hereunder with no under the Lease, after the expiration of any applicable notice or cure period required(or if transmittal of a default or other notice is stayed or barred by applicable bankruptcy or other law), if Landlord shall be entitled to draw upon the Letter of Credit to the extent reasonably necessary to cure such default. If, not less than thirty (30) days shall remain until before the expiry scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit having a commencement date (or until immediately following the expiration of the initial or renewal term existing Letter of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (Credit in accordance with this Section, Landlord shall also have the foregoing) such letter right to draw upon the full amount of credit for the longer Letter of Credit without giving any further notice to Tenant. Such failure to timely deliver a new Letter of Credit shall be deemed to be an Event of Default by Tenant (without the necessity of further notice or cure period of (x) notwithstanding anything in this Lease to the resolution of any then pending litigationcontrary. Landlord may, injunctive action or proceeding (including without limitationbut shall not be obligated to, bankruptcy proceeding) having apply the effect of prohibiting a draw amount so drawn to the extent necessary to cure Tenant’s default under the Lease. Any funds drawn by Landlord on the Security Deposit letter Letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Credit and not applied against amounts due hereunder shall be held by Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply deposit, provided that Landlord shall have no fiduciary duty with regard to such amounts, shall have the right to commingle such amounts with other funds of Landlord, and shall pay no interest on such amounts. After any application of the Letter of Credit by Landlord in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyedthis paragraph, Tenant shall upon request by reinstate the Letter of Credit to the amount then current beneficiary, cause a replacement letter of credit requited to be issued maintained hereunder, within thirty (provided proper affidavit by 30) days of demand. Within sixty (60) days after the beneficiary is made regarding the loss expiration or destruction earlier termination of the letter Term the Letter of credit)Credit and any cash security deposit then being held by Landlord, to the extent not applied, shall be returned to the Tenant provided that no Event of Default is then continuing.

Letter of Credit. The Simultaneously with the execution and delivery of this Lease, Tenant shall deliver to Landlord a clean, irrevocable letter of credit in the Security Deposit may be made (Letter of Credit) Amount (as defined in Article 1) in the form of a letter of credit if the issuer thereof is approved attached hereto as Exhibit L or otherwise satisfactory in form and content to Landlord and issued by an FDIC insured bank located in Boston reasonably satisfactory to Landlord in advance favor of Landlord. During the Term hereof, including any extensions thereof, or for any period that Tenant remains in possession of the premises following the expiration of the term, or for any period Tenant has obligations hereunder to Landlord that remain unsatisfied following the expiration of the term (as may be extended), and for ninety (90) days after the form thereof latest to occur of the foregoing (i) is approved in advance by i.e., the Landlord; expiration of the term (ii) provides that it is automatically renewable for a term of no less than one (1) year unless as may be extended), the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable date on which Tenant vacates and assignable by yields up the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of premises, etc.), the letter of credit (shall be held to ensure the full and timely performance of Tenant’s obligations under this Lease; which letter of credit may be drawn upon by overnight delivery Xxxxxxxx and can be made via a copy thereof in lieu applied from time to time against outstanding obligations of the original in the event of a partial draw) and an affidavit Tenant hereunder without notice or demand. Tenant shall have no right to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary require Landlord to make the so draw and receive apply the proceeds.” If the Security Deposit is made in the form of a letter of credit, it nor shall Tenant be an immediate default hereunder with entitled to credit the same against rents or other sums payable hereunder. During the entire Term hereof, including any extension thereof, Tenant shall cause said letter of credit to be renewed, in identical form to that delivered herewith, no notice or cure period required, if less later than thirty (30) days shall remain until prior to the expiry date (or until the of expiration of same. Without limiting any other remedies of Landlord, in the initial or renewal term event that Xxxxxx fails to renew any letter of credit given hereunder at least thirty (30) days prior to the date of expiration thereof, then Landlord shall have the right to draw down the entire amount of said letter of credit and hold such sums as a cash deposit. If and to the extent that Xxxxxxxx makes such use of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or any part thereof, the sum so applied by Landlord (y) an additional one (1)-year period. In such event, Landlord may immediately draw down from cash or from a drawing on the letter of credit) shall be restored to the letter of credit (or by a new letter of credit equal to the difference) by Tenant forthwith upon notice from Landlord, and hold failure to so restore (within the proceeds thereof as cure period applicable to Base Rent hereunder) shall be a cash security deposit or apply default hereunder giving rise to all of Landlord’s rights and remedies applicable to a default in accordance with the terms hereofpayment of rent. In the event that of a change of circumstance relating to the bank issuing the letter of credit, or Landlord otherwise believes the financial conditions of the issuing bank has been degraded, Landlord reserves the right to require Tenant to replace the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause from time to time with a replacement substitute similar letter of credit issued by another bank satisfactory to Landlord. Following the expiration of the term of this Lease, to the extent that Xxxxxxxx has not previously drawn upon the Letter of Credit to the extent that Tenant is not otherwise in default of its obligations under the Lease, Landlord shall return the Letter of Credit promptly following Landlord’s final calculation of amounts owed from Tenant to Landlord under the Lease (including, without limitation, any true-up of Additional Rent) and Tenant’s payment of the same in full to Landlord. Notwithstanding the foregoing, provided that: (i) Tenant has not been in default of any of its obligations under this Lease after the giving of any applicable notice and the expiration of any applicable cure period prior to any Reduction Date (as hereinafter defined) in question, (ii) Tenant is, as of such Reduction Date, not in default of its obligation under the Lease (provided, however, that if there is no reduction of the security deposit based upon Tenant’s failure to satisfy the condition set forth in this clause (ii), then Tenant may subsequently achieve a reduction in the security deposit pursuant to this sentence at such time as Tenant cures such default, so long as the Lease is then in full force and effect and Tenant is otherwise then in full compliance with its obligations under the Lease), and (iii) the Lease is then in full force and effect, Landlord shall refund to Tenant such portion of the Letter of Credit which it is then holding so as to cause the total Letter of Credit to be issued reduced as of each Reduction Date to the amount shown in the following schedule: Reduction Date New Reduced Amount of Letter of Credit The first (provided proper affidavit by the beneficiary is made regarding the loss or destruction 1st) day of the letter second (2nd) Lease Year $725,733.36 The first (1st) day of credit)the third (3rd) Lease Year $635,016.69 The first (1st) day of the fourth (4th) Lease Year $544,300.02 Any reduction in the Letter of Credit shall be accomplished by Tenant providing Landlord with a substitute Letter of Credit in the reduced amount in exchange for the existing Letter of Credit(s) which Landlord is then holding, or by an amendment to the existing Letter of Credit(s) then held by Landlord, in form and substance acceptable to Landlord, which is accepted by Landlord in writing.

Letter of Credit. The Security Deposit may be made in the form Landlord acknowledges receipt from Tenant of a letter of credit if the issuer thereof is approved by Landlord in advance an unconditional, irrevocable and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it naming Landlord and its successors and assigns as beneficiary, drawn upon Silicon Valley Bank, in the amount of One Hundred Forty Three Thousand Two Hundred Ninety Nine ($1.43,299) (the "Letter of Credit"), which shall be an immediate default hereunder with no notice held by Landlord or cure period requiredits agent, if less than as security, for the full and faithful performance of Tenant's obligation herewith, for and during the Term, to be returned to Tenant within thirty (30) days shall remain until the expiry date (or until after the expiration of the initial Term or renewal term the termination of this lease provided there exists no breach of any undertaking of Tenant. Upon the occurrence of a Default of Tenant hereunder, Tenant agrees that Landlord may from time to time, without prejudice to any other remedy, make demand for the principal amount of the letter Letter of credit) Credit to the extent necessary to make good any damage, injury, expense incurred by Landlord by virtue of such default and/or to pay any letter damages payable to Landlord by virtue of credit posted hereundersuch default, and may thereafter apply such proceeds to any such damage, injury or expense. Tenant shall not have renewed the right to call upon Landlord to draw upon the Letter of Credit to cure any default or replaced (fulfill any obligation of Tenant, but such use shall be solely in accordance with the foregoing) discretion of Landlord. Upon any conveyance of the Premises by Landlord to Landlord's grantee or transferee, the Letter of Credit thereon may be assigned otherwise or transferred by Landlord to Landlord's grantee or transferee and Tenant shall cooperate to the extent necessary to effect such letter of credit for the longer period of (x) the resolution assignment or transfer. Upon any such assignment or transfer, Tenant hereby releases Landlord herein named of any then pending litigationand all liability with respect to the Letter of Credit, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of creditits application and return, and hold the proceeds thereof as a cash security deposit Tenant agrees to look solely to such grantee or transferee. It is further understood that this provision shall also apply in accordance with the terms hereofto subsequent grantees and transferees. In the event that the letter Letter of credit Security Deposit Credit is lost written. such that it will expire prior to the date on which Tenant is entitled to its return, and the Letter of Credit is not renewed or destroyedreplaced at least thirty (30) days prior to such expiration date, Tenant then Landlord shall have the right to draw upon request by the then current beneficiaryLetter of Credit so that Landlord will, cause a replacement letter at all times during the Term of credit to be issued (provided proper affidavit by this Lease hold, in the beneficiary is made regarding form of cash or in the loss or destruction form of the letter Letter of credit)Credit or both, a sum equal to the principal amount of the Letter of Credit required hereunder from time to time. All such sums held in the form of cash shall be held as a security deposit otherwise subject to the terms hereof, for the full and faithful performance of Tenant's obligation herewith.

Letter of Credit. The (a) Within eighteen months from December 1, 2023, the required Security Deposit may be made shall in the form of a an Irrevocable Standby Letter of Credit in favor of the Sublandlord. Subtenant shall deliver to Sublandlord, as security for this Sublease, an irrevocable letter of credit if (the issuer thereof “Original Letter of Credit”) in the amount of $735,724.02 (the “Required Security Deposit Amount”) issued by a bank which is approved by Landlord in advance and a member of the form thereof Federal Reserve System satisfactory to Sublandlord, which shall (i) is approved in advance by the Landlord; be transferable, (ii) provides that it is automatically renewable for be payable to Sublandlord in partial or full draws upon presentation solely of a term notice signed by an officer of no Sublandlord (which presentation may be made at the issuer’s counter or by courier or by overnight mail at the address specified in such letter of credit), (iii) have an initial expiry date not less than one year from the date of issue and contain an “evergreen” provision to the effect that such letter of credit will be automatically extended for successive one-year periods unless at least sixty (160) year unless days prior to the expiration thereof, the issuer gives Landlord at least 45 days advance prior written notice to Sublandlord that such letter of non-renewal; (iii) provides that it is expressly transferable and assignable by credit will not be extended for the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; next annual period, (iv) has as an attachment all required transfer and assignment documentation; have a final expiry date which shall be not earlier than the day which is sixty (60) days after the Sublease Expiration Date, and (v) provides that be in form and substance otherwise satisfactory to Sublandlord. The Original Letter of Credit and any Replacement Letter of Credit (as hereinafter defined) delivered to Sublandlord as hereinafter provided is herein referred to as the sole condition to “Letter of Credit”. Any and all fees or costs charged by the draw is issuer in connection with the presentation issuance, maintenance or transfer of the letter Letter of credit (which may Credit shall be paid by overnight delivery and can be made via a copy thereof in lieu Subtenant. Upon receipt of the original in foregoing Letter of Credit from the event of a partial draw) Subtenant, provided it was timely delivered and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf satisfies all of the then current beneficiary to make foregoing provisions of this Section 12.2, Sublandlord shall promptly return the draw and receive the proceeds.” If the cash Security Deposit is made as set forth in the form of a letter of creditSection 12.1 above, it shall be an immediate default hereunder with no notice or cure period required, if to Subtenant less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply amounts deducted therefrom in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyedthis Sublease, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)if any.

Letter of Credit. The Notwithstanding anything to the contrary contained herein, upon ten (10) days prior written notice to Landlord, Tenant may replace $150,000 of the Security Deposit may be made in the form of a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as with an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the irrevocable standby letter of credit (which may be by overnight delivery and can be made via a copy thereof "Letter of Credit") in lieu favor of the original Landlord in the event amount of $150,000.00 which shall be (i) from a partial drawbank reasonably acceptable to Landlord, (ii) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form and content of that attached hereto as Exhibit "C", and (iii) subject to the conditions stated in this paragraph. The Letter of Credit shall have a letter term of credit, it at least 12 months and be automatically renewed (or a reasonably satisfactory replacement Letter of Credit from a bank acceptable to Landlord shall be an immediate default hereunder in place in strict accordance with no notice or cure period required, if less than the terms hereof) at least thirty (30) days shall remain prior to expiration of each 12 month period for additional periods of 12 months each until the expiry date (or until 30th day following the expiration of the initial or renewal term Term. The Letter of Credit shall be held by Landlord as additional security for the full and faithful performance by Tenant of the letter terms, covenants and conditions of creditthis Lease during the Term. Provided that Tenant is not and has not been in default (beyond applicable notice and cure periods) under this Lease, the amount of any letter the Letter of credit posted hereunder, and Tenant Credit shall not have renewed or replaced (be reduced on the first day of each of the following months in accordance with the foregoingschedule set forth below: Letter of Credit Month of Term Reduced Amount ------------- ---------------- 19 $120,000 31 $ 96,000 43 $ 76,800 55 $ 61,440 Within five (5) such letter days following Landlord's demand therefor, Tenant shall execute an amendment to this Lease to reflect Tenant's election to replace a portion of credit the cash Security Deposit with the Letter of Credit. If Tenant breaches any of the terms or conditions of this Lease (beyond applicable notice and cure periods), or if Tenant has filed a voluntary petition under the United States Bankruptcy Code, or Tenant's creditors have filed an involuntary petition under the United States Bankruptcy Code, then Landlord may draw upon the Letter of Credit for the longer period payment of (x) the resolution required amount of any then pending litigationsum in default, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having and for the effect payment of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, any amount that Landlord may immediately draw down on the letter spend or may become obligated to spend by reason of creditTenant's default, and hold to compensate Landlord for any other loss or damage that Landlord suffers by reason of Tenant's default to the proceeds thereof as a cash security deposit or apply extent Landlord is entitled to compensation therefor pursuant to the terms of this Lease (any amount of the Letter of Credit which is drawn upon by Landlord in accordance with the terms provisions hereof, but is not used or applied in accordance with this Lease, shall be deemed a part of the Security Deposit). In The use, application or retention of the event Letter of Credit, 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 Security Deposit is lost or destroyedand/or the Letter of Credit, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Notwithstanding the foregoing, if Tenant (a) becomes a publicly traded company on a major national exchange, AND (b) Tenant has maintained a tangible net worth of more than $50,000,000.00 (as reasonably determined by Landlord), then within ten (10) days following Landlord's receipt of evidence of the items described in (a) and (b), Tenant shall upon request may cause the Letter of Credit to be canceled. LANDLORD: TENANT: NEWCROW, a California general eTOYS, INC., a Delaware corporation partnership By: Crow Los Angeles Limited, By: /s/ Xxxxxx X. Xxxx ----------------------------- a Texas limited partnership Its: CEO -------------------------- By /s/ Illegible: By: /s/ Xxxxx X. Xxx ---------------------------- ----------------------------- Authorized Agent Its: Secretary -------------------------- EXHIBIT "A" Site Plan INTENTIONALLY OMITTED EXHIBIT "B" INTENTIONALLY OMITTED EXHIBIT "C" Form of Letter of Credit IRREVOCABLE STANDBY LETTER OF CREDIT NO. --------------- , 199 ------------ -- -------------------------- -------------------------- -------------------------- Ladies and Gentlemen: We hereby establish our Irrevocable Standby Letter of Credit in your favor for the account of ______________: for an aggregate amount of $_____________________ available to you by your drafts as SIGHT ON US and accompanied by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit).following documents:

Letter of Credit. The Security Deposit may be made in the form of (a) Tenant shall deliver to Landlord a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly clean, unconditional, irrevocable, transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may the "Letter of Credit") in a form reasonably acceptable to the Landlord and issued by Deutsche Bank Group or another financial institution ("Issuer") satisfactory to Landlord. The Letter of Credit shall be by overnight delivery and can be made via a copy thereof in lieu of the original in the event amount of One Hundred Fifty Thousand Dollars ($150,000.00), name Landlord as the beneficiary thereunder, and provide that draws thereunder will be honored upon receipt by Issuer of a partial draw) and an affidavit written statement signed by Landlord or Xxxxxxxx's authorized agent stating that Xxxxxxxx is entitled to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter a Letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with Credit pursuant to the terms hereofof this Lease. In Landlord shall be entitled to draw the event that entire amount under the letter Letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause Credit if Xxxxxx does not deliver to Landlord a replacement letter of credit from Issuer or another financial institution reasonably 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. If an Event of Default occurs under the Lease (after any applicable notice and cure periods), Landlord shall be entitled to draw upon the Letter of Credit to the extent required for payment of any Rent or any other sum as to which there is an Event of Default by Tenant or for 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 and conditions of this Lease, including but not limited to any damage or deficiency accrued before or after summary proceedings or other reentry by Landlord, including the costs of such proceeding or reentry and further including, without limitation, reasonable attorney's fees, (or, only if partial draws are not permitted, the entire amount of the Letter of Credit). Xxxxxxxx agrees that the Letter of Credit may also provide for partial draws by Landlord. It is agreed that Landlord shall always have the right to draw upon and apply the Letter of Credit, or any part thereof, as aforesaid, without notice and without prejudice to any other remedy or remedies which Landlord may have, or Landlord may pursue any other such remedy or remedies in lieu of drawing upon the Letter of Credit and applying the Letter of Credit or any part thereof. If Landlord shall draw upon and use, apply or retain the Letter of Credit in whole or in part, Tenant shall within ten (10) days after written notice from the Landlord make such further amended Letter of Credit in form and substance reasonably satisfactory to Landlord as may be necessary to bring the balance of the Letter of Credit to a sum equal to the amount of the Security Deposit required to be issued (provided proper affidavit maintained under this Lease. To the extent not applied by Landlord pursuant to the beneficiary is made regarding the loss or destruction provisions of the Lease any amount drawn under the Letter of Credit shall be held or applied by Landlord as a Security Deposit. If at any time the Security Deposit is held as cash, then Tenant may thereafter replace the cash security deposit with a letter of credit)credit as set forth above.

Letter of Credit. The Security Deposit may be made (a) On or prior to July 1, 2004 (the “L/C Delivery Date”) Tenant shall deliver to Landlord, at Tenant’s sole cost and expense, the Letter of Credit described below in the form amount of One Hundred Forty-Two Thousand Eight Hundred Ninety Dollars ($142,890.00) (the “LC Face Amount”) as security for Tenant’s performance of all of Tenant’s covenants and obligations under this Lease; provided, however, that neither the Letter of Credit nor any Letter of Credit Proceeds (as defined below) shall be deemed an advance rent deposit or an advance payment of any other kind, or a letter measure of credit if Landlord’s damages upon Tenant’s breach of or default under this Lease. The Letter of Credit shall be maintained in effect from the issuer thereof date hereof through the date that is approved sixty (60) days after the Expiration Date (the “LC Termination Date”). On the LC Termination Date, Landlord shall return to Tenant the Letter of Credit and any Letter of Credit Proceeds then held by Landlord (other than those Letter of Credit Proceeds Landlord is entitled to retain under the terms of this Section 4); provided, however, that in advance no event shall any such return be construed as an admission by Landlord that Tenant has performed all of its obligations hereunder. Landlord shall not be required to segregate the Letter of Credit Proceeds from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. Landlord may (but shall not be required to) draw upon the form Letter of Credit and use the proceeds thereof (the “Letter of Credit Proceeds”) or any portion thereof, (i) is approved to remedy Tenant’s default in advance by the Landlord; payment of Rent and to cure any other default under this Lease, and in either case to compensate Landlord for any loss or damage Landlord incurs as a result of such default, (ii) provides that it is automatically renewable for a term of no less than one (1) year unless to repair damage to the issuer gives Landlord at least 45 days advance prior notice of non-renewal; Premises caused by Tenant, (iii) provides that it is expressly transferable to clean the Premises upon termination of this Lease, and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all to reimburse Landlord for the payment of any amount which Landlord may for any purpose spend or be required transfer and assignment documentation; and (v) provides to spend by reason of Tenant’s default, it being understood that the sole condition to the draw is the presentation any use of the letter Letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant Credit Proceeds shall not constitute a bar or defense to any of Landlord’s remedies set forth in Section 15.2 below. Landlord shall have renewed or replaced (the additional right to draw on the Letter of Credit in accordance with the foregoingSection 4(c) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year periodbelow. In any such eventevent and upon written notice from Landlord to Tenant specifying the amount of the Letter of Credit Proceeds so utilized by Landlord and the particular purpose for which such amount was applied, Tenant shall immediately deliver to Landlord may immediately draw down on an amendment to the letter Letter of creditCredit or a replacement Letter of Credit in an amount equal to the full LC Face Amount, and hold whereupon Landlord shall deliver the proceeds thereof as a cash security deposit or apply in accordance with the terms hereoforiginal Letter of Credit to Tenant. Tenant’s failure to deliver such replacement Letter of Credit to Landlord within fifteen (15) days of Landlord’s notice shall constitute an immediate Event of Default hereunder. In the event that the letter of credit Security Deposit is lost or destroyedLandlord transfers its interest in this Lease, Landlord at its expense shall provide written notice to Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter transfer of credit)the Letter of Credit and any Letter of Credit Proceeds then held by Landlord to Landlord’s successor in interest, and thereafter Landlord shall have no further liability to Tenant with respect to such Letter of Credit or Letter of Credit Proceeds.

Letter of Credit. The Security Deposit may be made in Tenant shall cause the form of “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 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 the requirements of this Paragraph 6 as follows: (1) within ten (10) Business Days following execution of this Lease, Tenant shall provide a Letter of Credit in the 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 issuer thereof is amount of cash security deposit and increase the Letter of Credit Amount, provided that such cash security deposit shall in no event exceed one (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 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 advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewalits reasonable discretion; (iii) provides that it is expressly transferable be irrevocable, unconditional and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer feepayable upon demand; (iv) has as be maintained in effect, whether through renewal or extension, for the period commencing on the date of this Lease and continuing until the date (the “Letter of Credit Expiration Date”) that is no less than ninety (90) days following the expiration of the Lease term, or contains a provision that provides that the Letter of Credit shall be automatically renewed on an attachment all required transfer annual basis without amendment of the Letter of Credit unless the Bank delivers a written notice of cancellation to Landlord and assignment documentationTenant at least sixty (60) days prior to the expiration of the Letter of Credit, without any action whatsoever on the part of Landlord; and (v) provides that be fully assignable, in whole but not in part, by Landlord to its successors and assigns or to lenders with an interest in the sole condition Premises; (vii) permit partial draws and multiple presentations and drawings, and (viii) be otherwise subject to the draw 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 the presentation of the letter acceptable to Landlord and is solvent, nationally recognized, and has a local San Francisco Bay Area or Los Angeles office which will negotiate or pay letters of credit (which may be by overnight delivery and can be made via a copy thereof 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 original 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 a partial draw) and an affidavit 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 effect rating systems of S&P or Xxxxx'x is otherwise renamed, revised, discontinued or superseded, the parties agree that “default has occurred under this Lease and the person requesting the draw is authorized on behalf 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 beneficiary to make the draw credit ratings contained in this Paragraph 6 and receive the proceeds.” If the Security Deposit 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 form method used to calculate the credit ratings of a letter S&P or Moody's, then, for the purposes of creditthis Lease, it the S&P or Moody's credit ratings contained herein shall be an immediate default hereunder with no notice determined without giving effect to the new methods and Landlord shall adjust the S&P or cure period requiredMoody's credit ratings, as the case may be, in a commercially reasonable manner to effect the same results as if less than thirty (30) days shall remain until the expiry date (S&P or until Moody's credit ratings were calculated in the expiration manner in effect as of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms date hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit).

Letter of Credit. The Security Deposit may be made in the form of a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof Within fourteen (i14) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery Lease Execution Date Tenant shall deliver to Landlord an unconditional, irrevocable and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a transferable letter of credit, it naming Landlord and its successors and assigns as beneficiary, in the amount of Three Hundred Thousand U.S. Dollars ($ 300,000.00) (the "Letter of Credit"), which shall be an immediate held by Landlord or its agent, as security, for the full and faithful performance of Tenant's obligation herewith. The Letter of Credit shall be issued by a commercial bank headquartered in the continental United States of America (or other bank satisfactory to and approved by Landlord) which has capital assets of at least $1,000,000,000 and capital reserves of at least $250,000,000, and which is a member of the Federal Reserve System ("Issuing Bank"). Upon the occurrence of any default hereunder by Tenant hereunder, Tenant agrees that Landlord may from time to time, without prejudice to any other remedy, make demand for the principal amount of the Letter of Credit to the extent necessary to make good any damage, injury, expense incurred by Landlord by virtue of such default and/or to pay any damages payable to Landlord by virtue of such default, and may thereafter apply such proceeds to any such damage, injury or expense. Tenant shall not have the right to call upon Landlord to draw upon the Letter of Credit to cure any default or fulfill any obligation of Tenant, but such use shall be solely in the discretion of Landlord. Upon any conveyance of the Premises by Landlord to Landlord's grantee or transferee, the Letter of Credit thereon may be assigned by Landlord to Landlord's grantee or transferee and Tenant shall cooperate to the extent necessary to effect such assignment. Upon any such assignment, Tenant hereby releases Landlord herein named of any and all liability with no notice respect to the Letter of Credit, its application and return, and Tenant agrees to look solely to such grantee or cure period requiredtransferee. It is further understood that this provision shall also apply to subsequent grantees and transferees. In addition, if less than Landlord shall return the Letter of Credit to Tenant within thirty (30) days shall remain until the expiry date (or until after the expiration of the initial Term of this Lease or renewal term the termination of the letter of credit) this lease provided that at such time there exists no breach of any letter undertaking of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereofTenant. In the event that the letter of credit Security Deposit is lost Issuing Bank closes or destroyedthreatens to close during the Term, Tenant shall upon request by the then current beneficiary, cause immediately deliver a replacement letter of credit to replace the Letter of Credit (if then held by Landlord) (the "Original Letter of Credit"), which letter of credit (the "Substitute Letter of Credit") shall be identical in form and substance to the Original Letter of Credit unless Landlord in its sole but reasonable discretion approves any discrepancies. The Substitute Letter of Credit shall be issued by a commercial bank headquartered in the continental United States of America (provided proper affidavit or other bank satisfactory to and approved by the beneficiary Landlord) which has capital assets of at least $1,000,000,000 and capital reserves of at least $250,000,000, and which is made regarding the loss or destruction a member of the letter Federal Reserve System. Tenant's failure to deliver the Substitute Letter of credit)Credit to Landlord within fifteen 15 business days of written demand from Landlord shall constitute a material breach and default hereunder, which shall entitle Landlord to exercise any of the rights and remedies set forth in this Lease. Furthermore, if the Letter of Credit or Substitute Letter of Credit, as the case may be, has an expiration date that occurs prior to the date which is thirty (30) days after the expiration of the initial Term of this Lease, and the Landlord receives notice that the Letter of Credit or Substitute Letter of Credit, as the case may be, will not be extended beyond such expiration date, Landlord may draw upon the full amount of the Letter of Credit or Substitute Letter of Credit, as the case may be, and thereafter hold such amount as a security deposit otherwise subject to the terms hereof, for the full and faithful performance of Tenant's obligation herewith or Landlord may hold Tenant in default of it's obligations under this lease and pursue all of its remedies under said lease. Upon the request of Landlord, from time to time, Tenant shall make arrangements satisfactory to Landlord in its reasonable discretion for the transfer of any Letter of Credit to any successor landlord or mortgagee of the Property, and from any such mortgagee to Landlord or any successor mortgagee. Any security deposit held by Landlord or its agent, as security, for and during the Term, shall be returned to Tenant within thirty (30) days after the expiration of the Term or the termination of this lease provided there exists no breach of any undertaking of Tenant. Upon the occurrence of any default by Tenant hereunder, Tenant agrees that Landlord may apply all or any part of the Security Deposit together with accrued interest, if any, thereon to any obligation of Tenant hereunder. If all or any portion of the security deposit is applied to any obligation of Tenant hereunder, Tenant shall immediately upon request by Landlord restore the security deposit to its original amount. Tenant shall not have the right to call upon Landlord to apply all or any part of the security deposit to cure any default or fulfill any obligation of Tenant, but such use shall be solely in the discretion of Landlord. Upon any conveyance of the Premises by Landlord to Landlord's grantee or transferee, the security deposit together with accrued interest, if any, thereon may be delivered by Landlord to Landlord's grantee or transferee. Upon any such delivery, Tenant hereby releases Landlord herein named of any and all liability with respect to the security deposit, its application and return, and Tenant agrees to look solely to such grantee or transferee.

Letter of Credit. The Security Deposit may be made in the form Tenant shall deliver to Landlord, concurrently with Tenant’s execution of a this Lease, an irrevocable stand-by letter of credit if in the issuer thereof amount of $50,593.00 (the “Letter of Credit”). Said Letter of Credit shall be in form and with the substance of Exhibit I attached hereto (or in other form and substance acceptable to Landlord), and issued by a financial institution which is approved acceptable to Landlord. Upon any “Default” by Tenant (as hereinafter defined), Landlord shall be entitled to draw upon said Letter of Credit by the issuance of Landlord’s sole written demand to the issuing financial institution, which draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in advance its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the form thereof full amount of the Letter of Credit can be drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (i) as determined pursuant to the applicable provisions of Article 14 of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the Letter of Credit is approved drawn after a default by Tenant, Tenant shall within 5 business days after written demand by Landlord restore the Letter of Credit. Failure to so restore said Letter of Credit within said 5 business days shall be a default by Tenant under this Lease. Partial drawings upon said Letter of Credit shall be permitted. The Letter of Credit shall provide for automatic annual renewals through that date which is 60 days after the Expiration Date of the Term of this Lease (including any extensions of the Term as provided in advance this Lease). In the event the Letter of Credit is not renewed by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 issuing financial institution on or before 30 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation then-scheduled expiration date of the letter Letter of credit (which may be by overnight delivery Credit, then Landlord shall have the right to draw the full amount of such Letter of Credit and can be made via a copy thereof in lieu to hold such amount as cash security for Tenant’s full and faithful performance of its obligations under the original in Lease. In the event of a partial drawdraw down of the Letter of Credit to cash security as provided in the foregoing, the following shall apply: (i) upon any Default by Tenant under this Lease, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and an affidavit 15.2 below, in its sole and absolute discretion and notwithstanding any contrary provision of California Civil ode Section 1950.7, retain, use or apply the whole or any part of such cash security to pay any sum which Tenant is obligated to pay under this Lease, including without limitation, amounts estimated by Landlord as the amounts due it for prospective rent and for damages pursuant to Section 14.2(a)(i) of this Lease and/or California Civil Code Section 1951.2, sums that Landlord may spend or be required to expend by reason of the default by Tenant or any loss or damage that Landlord may suffer by reason of such default or costs incurred by Landlord in connection with the repair or restoration of the Premises pursuant to Section 15.2 upon expiration or earlier termination of this Lease, (ii) Landlord shall not be required to keep the cash security separate from its general funds and Tenant shall not be entitled to interest on such cash security, and (iii) if Tenant fully performs its obligations under this Lease, the cash security shall be returned to Tenant (or, at Landlord’s option, to the effect that “default has occurred last assignee of Tenant’s interest under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than Lease) within thirty (30) days shall remain until the expiry date (or until after the expiration of the initial or renewal term of Term, provided that Tenant agrees that Landlord may retain the letter of credit) of any letter of credit posted hereunder, cash security to the extent and until such time as all amounts due from Tenant shall not have renewed or replaced (in accordance with this Lease have been determined and paid in full and Tenant agrees that Tenant shall have no claim against Landlord for Landlord’s retaining the cash security to the extent provided in the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit).

Letter of Credit. The Security Deposit may be made in the form Tenant shall deliver to Landlord upon execution of a letter of credit if the issuer thereof is approved by Landlord in advance this Lease an irrevocable and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the unconditional negotiable standby letter of credit (which may “Letter of Credit”) payable at San Francisco, California, issued by Union Bank of California, or another bank reasonably approved by Landlord (the “Bank”), in a form reasonably approved by Landlord, and otherwise in compliance with the requirements of this Paragraph 8. The Letter of Credit shall be by overnight delivery and can be made via a copy thereof in lieu the amount of Twenty-two Thousand Ninety-nine Dollars ($22,099 USD). The Letter of Credit shall serve as protection for Landlord, for payment of the original Monthly Base Rent referred to in Paragraph 6 hereof, and for the event payment of a partial drawall Additional Rent pursuant to Paragraph 7 hereof, and to assure the full and faithful performance by Tenant of all of its other obligations under the Lease. If Tenant defaults on any provision of the Lease, Landlord may, without prejudice to any other remedy it has, draw on that portion of the Letter of Credit necessary to pay any rent or other sum in default, or to otherwise cure Tenant’s default. The Letter of Credit shall (1) be “callable” at sight, irrevocable and an affidavit unconditional, (2) be subject to the terms of this Lease, maintained in effect that “default has occurred under for the entire term of this Lease (including the option extension period, if exercised), and automatically renewed annually unless the person requesting Bank gives a written notice (“Non-renewal Notice”) to Landlord not less than sixty (60) days prior to any automatic annual renewal date that the draw is authorized on behalf of Bank has elected not to renew the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter Letter of credit, it (3) be subject to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590, (4) be fully assignable by Landlord (at the sole cost of Landlord) to any successor Landlord, and (5) permit partial draws. If any portion of the Letter of Credit is so used or applied, Tenant shall immediately deposit funds with Landlord in an amount sufficient to restore the amount held by Landlord pursuant to this Paragraph 8 to its original amount and Tenant’s failure to do so shall be an immediate default hereunder with no notice a material breach of this Lease. Should the agreed use as provided in Paragraph 9(a) be amended to accommodate a material change in the business of the Tenant or cure period requiredto accommodate a sublessee or assignee, Landlord shall have the right to require that Tenant deliver a security deposit to the extent necessary, in Landlord’s reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. Landlord shall not be required to keep the cash portion, if less than thirty (30) days shall remain until the expiry date (or until the expiration any, of the initial or renewal term of the letter of credit) of any letter of credit posted hereunderamount held by Landlord under this Paragraph 8 separate from its general funds, and Tenant shall not have renewed be entitled to interest on such funds. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the amount held by Landlord pursuant to this Paragraph 8 or replaced any balance thereof shall be returned to Tenant (in accordance with or, at Landlord’s option, to the foregoinglast assignee of Tenant’s interest hereunder) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional within twenty-one (1)-year period. In such event, Landlord may immediately draw down on 21) days of the letter expiration of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereofterm. In the event that the letter of credit Security Deposit is lost or destroyedtermination of Landlord’s interest in this Lease, Tenant Landlord shall upon request by the then current beneficiary, cause a replacement letter of credit transfer said deposit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Landlord’s successor in interest and Landlord shall have no further liability under this Lease.

Letter of Credit. The “Letter of Credit” means an irrevocable, unconditional, specifically assignable Letter of Credit in the amount of the Security Deposit may be made in the form of satisfactory to Landlord, issued to Landlord and its assigns by a letter of credit if the issuer thereof is approved by bank satisfactory to Landlord in advance its sole discretion that carries and maintains, throughout the form thereof term of the Letter of Credit either (i) is approved in advance by the Landlord; an S&P long term rating of A (or better) and an S&P short term rating of A-1 (or better), or (ii) provides that it a Mxxxx’x long term rating of A2 (or better) and a Mxxxx’x short term rating of P-1 (or better). The Letter of Credit is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable optional and assignable may be provided by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the in Tenant’s sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof discretion in lieu of the original in the event any portion of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in as security for the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration payment by Tenant of the initial or renewal term Security Deposit. The Letter of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (Credit may be in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on an amount up to the Security Deposit letter of credit, plus two monthsamount set forth in the Basic Provisions, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply otherwise reduced in accordance with the terms hereofset forth herein. In Upon the occurrence of any Event of Default, Landlord may, from time to time, without prejudice to any other remedy, draw on the Letter of Credit to satisfy any arrears of Rent, or to pay any sums owed to Landlord as described in this Lease, or to satisfy any damage, injury, expense or liability caused to Landlord by such default. Neither the delivery to Landlord of the Letter of Credit nor any draws by Landlord thereunder shall be considered an advance payment of Rent or a measure of Landlord’s damages in the event that of default by Tenant. If Landlord shall ever draw upon the letter Letter of credit Security Deposit is lost or destroyedCredit, and if this Lease has not terminated, Tenant shall deliver to Landlord upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction demand either an endorsement of the letter issuer of credit)the Letter of Credit reinstating the credit for the portion thereof used by Landlord, or an additional Letter of Credit, conforming to the requirements of this Section 4.4, in an amount equal to the portion of the original Letter of Credit used by Landlord, and failure to deliver such endorsement or additional Letter of Credit within 10 Business Days after written demand shall constitute an Event of Default. Tenant shall not encumber the Letter of Credit in any manner, and Landlord shall not be bound by any purported encumbrance. Upon any assignment of this Lease by Landlord, Landlord shall have the right to assign the benefits of the Letter of Credit to the assignee, and Landlord shall have no subsequent liability for any draws against the Letter of Credit.

Letter of Credit. The Security Deposit may be made in (a) Guarantor agrees to obtain, as a condition precedent to Lessor’s obligations under the form of a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as Lease, an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the irrevocable letter of credit (which may the “Credit”) from such issuer and in an initial amount of not less than $6,391,577.00 and in such form as is consistent with the terms of this Guaranty and as is reasonably acceptable to Lessor. The Credit shall be by overnight delivery unconditional and can be made via a copy thereof remain in lieu full force and effect for the entire Initial Term of the original Schedule identified in Section 1 above, provided that Guarantor shall upon at least 30 days prior written notice to Lessor be entitled to replace any existing letter of credit with a substitute irrevocable letter of credit (“Substitute Credit”) in such form as is consistent with the terms of this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the Credit as then in effect (including, without limitation, providing for an available amount equal to the then currently available amount under the Credit and, if such substitute letter of credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that would be in effect under the Credit originally accepted by Lessor hereunder), and is from an issuer reasonably acceptable to Lessor. Any such Substitute Credit, once issued and in the possession of Lessor, shall become the only Credit on which Lessor shall make any subsequently initiated draws. Any proceeds of the Credit shall be applied by Lessor: (i) only to Guaranteed Obligations under this Guaranty, and (ii) only following the giving of a Demand Notice and the expiration of the Demand Period with respect thereto. Lessor will only be entitled to draw upon the Credit only to the extent of the foregoing or, if it shall have received a notice of nonrenewal from the issuer of the Credit, Lessor will be entitled to draw up to the entire available amount of the Credit, but only to the extent of the total of the Guaranteed Obligations then outstanding, and the extent of any other outstanding obligations of Guarantor under this Guaranty, and to the extent of any Guaranteed Obligations which are not due which are to come due, provided further that in the event of such a partial drawnotice of nonrenewal Lessor shall not draw on the Credit if Guarantor has within 30 days of Lessor’s receipt of the notice of nonrenewal replaced the existing letter of credit with a Substitute Credit as provided above . If, for any reason, whether or not in breach of this Guaranty or in compliance with this Guaranty, Lessor (or its lawful assignees or transferees) and an affidavit draw on the Credit for any sums exceeding the amounts then due by Guarantor for obligations under this Guaranty (such amounts so drawn in breach of this Guaranty to the extent they have not from time to time been applied to Guaranteed Obligations hereunder or paid to Guarantor hereunder, the “Excess Amounts”), Lessor agrees (A) to pay interest on such Excess Amounts at the 3-Month Treasury Constant Maturity rate as described in Federal Reserve Statistical Release H.15 – Selected Interest Rates (available, for example, at xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data.htm and, specifically, xxxx://xxx.xxxxxxxxxxxxxx.xxx/Releases/H15/data/Weekly_Friday_/H15_TCMNOM_M3.txt which, by way of further example, reflects a rate of 4.99% for the week ending December 8, 2006), or any successor publication of the US Federal Reserve System, as from time to time existing at and after such time(s) that such draws are made, the rate reported for the last day of each complete week to apply for the entire preceding week, and (B) to pay such Excess Amounts and such accrued interest to Guarantor as follows: (1) in full at such time as the Guaranteed Obligations have been paid in full, (2) in full at such time that Guarantor provides a Substitute Credit in such form as is consistent with the terms of this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the original Credit (including, without limitation, providing for an available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) not drawn on the original Credit and, if such Substitute Credit provides for a transfer fee, the transfer fee does not exceed the transfer fee that was in effect under the original Credit), and such Substitute Credit is from an issuer reasonably acceptable to Lessor; (3) if at any time the Excess Amounts plus accrued interest therein plus the amounts then available under the Credit exceed the amount that would have otherwise been available under the Credit if the Excess Amounts then outstanding had not been drawn under the Credit (and no subsequent conditions had existed that would have allowed a draw of any portion of such Excess Amounts or otherwise permitted Lessor to notify the issuer of the Credit to cease further reductions), and the quarterly reductions had thus continued to occur under the terms of the Credit (the “default has occurred Putatively Scheduled Reductions”), Lessor shall upon demand of Guarantor immediately pay Guarantor the Excess Amounts and accrued interest thereon to the extent the actual amount available under the Credit exceeds the amount that would have been available under the Credit had the Putatively Scheduled Reductions (as in effect on the date of Guarantor’s demand) taken place, or (4) as is subsequently agreed-to in writing by the parties hereto or ordered by a court of competent jurisdiction as referenced in Section 11 below (provided, however, that this reference to such order shall not be considered an agreement or stipulation thereto by Lessor). Any Excess Amounts and accrued interest shall be considered a general obligation of Lessor and, for the avoidance of doubt, not the property of Guarantor and not property held in held in trust for the benefit of Guarantor. For the further avoidance of doubt, Lessor shall have no obligations with respect to such Excess Amounts or accrued interest except as expressly provided for in this Guaranty, and, without limiting the generality of the foregoing, Lessor need not keep any Excess Amounts or accrued interest in a separate account or otherwise segregate any Excess Amounts or accrued interest from its general assets and obligations (it being the express agreement of the parties that in exchange for Lessor’s obligation to pay interest on the Excess Amounts as provided above Lessor shall have the full benefit and use of the Excess Amounts and accrued interest, which it may invest, reinvest, or not invest, all as Lessor may see fit in its absolute discretion, without having to account to Guarantor for the same). Any Excess Amounts and accrued interest shall be applied by Lessor only to Guaranteed Obligations under this Lease Guaranty, and only following the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form giving of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until Demand Notice and the expiration of the initial or renewal term Demand Period with respect thereto. The parties agree that their fundamental agreement and intent hereunder is that the Guaranteed Obligations be at all times unconditionally secured by full access to the funds intended to be available under the Credit (as originally contemplated hereby) even following any breach hereunder by Lessor. Accordingly, the parties agree that no payment of the letter Excess Amounts shall be paid to Guarantor except to the extent provided in clauses (1) through (3) above and that any court in determining remedies for the breach by Lessor hereunder shall not order payment of creditsuch amounts over to Guarantor except consistent with clauses (1) through (3) above but, rather, shall consider alternative remedies consistent with the parties’ intent, including, without limitation, maintaining the Excess Amounts and accrued interest thereon which are not required to be paid to Guarantor under any of any letter of credit posted hereunder, and Tenant clauses (1) through (3) above in a separate account such that Lessor shall have the full benefit thereof without condition or contingency—other than the conditions provided in this Guaranty that the Guaranteed Obligations shall not have renewed or replaced been actually paid, that a Demand Notice shall be given as provided above, and that the ensuing Demand Period shall have expired. For the avoidance of doubt, as stated in clause (2) above, nothing in accordance this paragraph shall prevent Guarantor from being entitled to immediate payment of the Excess Amounts if and when Guarantor provides a Substitute Credit in such form as is consistent with the foregoing) such letter terms of credit for this Guaranty, and in Lessor’s reasonable opinion, substantively identical in all respects to the longer period of original Credit (x) the resolution of any then pending litigationincluding, injunctive action or proceeding (including without limitation, bankruptcy proceedingproviding for an available amount equal to the amount that would have been available under the original Credit at the time the Substitute Credit is issued had Lessor (or its lawful assignees or transferees) having the effect of prohibiting a draw not drawn on the Security Deposit letter of creditoriginal Credit and, plus two monthsif such Substitute Credit provides for a transfer fee, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credittransfer fee does not exceed the transfer fee that was in effect under the original Credit), and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit such Substitute Credit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit from an issuer reasonably acceptable to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Lessor.

Letter of Credit. The Landlord and Tenant acknowledge that Tenant has provided a Security Deposit may be made Letter of Credit (the “Letter of Credit”) in the form amount of a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition $183,588.00 pursuant to the draw is the presentation First Amendment and Section 6(B) of the letter Lease and that Tenant had the right to reduce the Letter of credit (which may be Credit by overnight delivery and can be made via a copy thereof in lieu $61,196.00 on the last day of the original first Lease Year, which right was not exercised by Tenant. Landlord and Tenant agree that given Tenant’s right to terminate this Second Amendment pursuant to the Fifth Floor Expansion Space Termination Option as provided in Section 4 hereof, and in consideration of Landlord’s willingness to not require an increase in the event Letter of a partial draw) and an affidavit Credit immediately upon execution of this Second Amendment, Tenant hereby waives it right to reduce the effect that “default has occurred under this Lease and Letter of Credit until after the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice exercise or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term Fifth Floor Expansion Space Termination Option. If Tenant properly exercises the Fifth Floor Expansion Space Termination Option pursuant to Section 4 hereof and this Second Amendment is terminated pursuant thereto, Tenant shall be entitled to take an immediate reduction in the Letter of Credit of $61,196.00 and further reductions on the last day of the letter second, third and fourth Lease Year as outlined in the First Amendment. If Tenant does not terminate this Second Amendment pursuant to the Fifth Floor Expansion Space Termination Option, on the Fifth Floor Expansion Space Commencement Date, the Letter of creditCredit shall be increased pro rata from One Hundred Eighty-Three Thousand Five Hundred Eighty-Eight Dollars ($183,588.00) of any letter of credit posted hereunder, to Three Hundred Twenty Thousand Three Hundred Six Dollars ($320,306.00) and Tenant shall not have renewed or simultaneously be permitted to take a reduction of One Hundred Six Thousand Seven Hundred Sixty-Eight Dollars ($106,768.00), which pro rata increase and reduction shall be evidenced by an amendment to the Letter of Credit to be delivered by Tenant to Landlord on such date, such that on the Fifth Floor Expansion Space Commencement Date the Letter of Credit shall be in the amount of Two Hundred Thirteen Thousand Five Hundred Thirty-Eight Dollars ($213,538). The Letter of Credit Reduction chart contained in Section 6(C) of the Lease shall be deemed deleted and replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the following: Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction Remaining Reduction Date Reduction Amount After Reduction Last day of the letter second Lease Year $ 53,384.33 $ 160,152.99 Last day of credit).the third Lease Year $ 53,384.33 $ 106,768.66 Last day of the fourth Lease Year $ 53,384.33 $ 53,384.33

Letter of Credit. The Security Deposit may be made Within five (5) business days of Tenant’s execution of this Addendum, Tenant shall deliver to Landlord an unconditional, “clean,” irrevocable letter of credit (the “L-C”) in the form initial amount of Fifty Thousand Dollars ($50,000.00), which L-C shall be issued by a 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 if credit, and whose deposits are insured by the issuer thereof is approved by FDIC) reasonably acceptable to Landlord. The L-C shall be in a form reasonably satisfactory to Landlord in advance and the form thereof provide, among other things, that (i) Gee-Aspora LLC, a California limited liability company is approved in advance by the Landlord; named beneficiary of the L-C, (ii) provides that it partial draws under the L-C are permitted, (iii) the L-C is automatically renewable for a transferable in its entirety without charge to the beneficiary, and (iv) notwithstanding any expiration date of the L-C, the term of no less than the L-C shall automatically renew throughout the Lease Term and for sixty (60) days following the expiration of the Lease Term for successive, additional one (1) year unless the issuer gives Landlord periods unless, at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days prior to any such date of expiration, the issuer notifies Landlord in writing that the L-C will not be renewed. Tenant shall remain until pay all expenses, points and/or fees incurred by Tenant in obtaining the expiry date L-C. The L-C shall be held by Landlord as security for the faithful performance by Tenant of all the terms, covenants, and conditions of the Lease, as amended hereby, to be kept and performed by Tenant. The L-C shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord which consent may be withheld in Landlord’s sole and absolute discretion. If Tenant defaults with respect to any provision of the Lease, including, but not limited to the provisions relating to the payment of Rent, or if Tenant fails to deliver or renew the L-C for at lease an additional one (1) year period at least thirty (30) days before its expiration, Landlord may, but shall not be required to, draw upon all or until any portion of the L-C: (a) for payment of any Rent or any other sum in default, (b) for the payment of any amount that Landlord may reasonably spend or may become obligated to spend by reason of Tenant’s default, (c) to compensate Landlord for any other loss or damage that Landlord may suffer by reason of Tenant’s default or (d) to apply the proceeds as set forth in items (a) through (c), and cause the remainder to become an “L-C Security Deposit,” as defined below. The use, application or retention of the L-C, shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Any amount of the L-C which is drawn upon by Landlord, but is not used or applied by Landlord, shall be held by Landlord and deemed a security deposit (the “L-C Security Deposit”). If any portion of the L-C is drawn upon, Tenant shall, within five (5) days after written demand therefor, either (i) deposit cash with Landlord (which cash shall be applied by Landlord to the L-C Security Deposit) in an amount sufficient to cause the sum of the L-C Security Deposit and the amount of the remaining L-C to be equivalent to the amount of the L-C then required under this Lease or (ii) reinstate the L-C to the amount then required under this Lease, and if any portion of the L-C Security Deposit is used or applied, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord (which cash shall be applied by Landlord to the L-C Security Deposit) in an amount sufficient to restore the L-C Security Deposit to the amount then required under this Lease, and Tenant’s failure to do so shall be a material default under the Lease. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Project, in the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage its interest in the Project, in the Building and in this Lease, Landlord shall have the right to transfer or assign the L-C Security Deposit and/or the L-C to the transferee or mortgagee, and in the event of such transfer, Tenant shall look solely to such transferee or mortgagee for the return of the L-C Security Deposit and/or the L-C. Tenant shall, within five (5) days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm Landlord’s transfer or assignment of the L-C Security Deposit and/or the L-C to such transferee or mortgagee. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the L-C Security Deposit and/or the L-C, or any balance thereof, shall be returned to Tenant within thirty (30) days following the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Lease Term.

Letter of Credit. The In addition to the Security Deposit may be made in the form and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of this Lease, a stand-by letter of credit in the amount of Five Hundred Thousand Dollars ($500,000.00). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by a financial institution acceptable to Landlord. The letter of credit shall provide for automatic yearly renewals throughout the Term of this Lease, provided, however, that in the event the letter of credit fails to be renewed and is not replaced by a substitute letter of credit meeting all of the requirements contained in this section not later than twenty (20) days prior to the expiration date set on the then existing letter of credit, Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as a security deposit pursuant to Section 4.3 of this Lease. Upon any default by Tenant, including specifically Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 below, Landlord shall be entitled to draw upon said letter of credit in the amount required to remedy such default if such amount can readily be determined by Landlord, or, if such amount cannot be readily determined by Landlord, then in the issuer thereof is approved by Landlord in advance and full amount of the form thereof (i) is approved in advance letter of credit. Such draw on the letter of credit shall be by the issuance of Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the ’s sole condition written demand to the issuing financial institution. Any such draw is shall be without waiver of any rights Landlord may have under this Lease or at law or in equity as a result of the presentation default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (which may be 5) business days after written demand by overnight delivery and can be made via a copy thereof in lieu Landlord restore the letter of the original in the event of a partial draw) and an affidavit credit to the effect that “default has occurred under full amount required by this Lease and provide documentation evidencing such restoration satisfactory to Lender from the person requesting issuing financial institution. Failure to so restore within the draw is authorized on behalf applicable five (5) business day period shall be a default under this Lease. Provided that Tenant has not been in default under the Lease (beyond the expiration of any applicable cure period) at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late with respect to any payments of rent due under the Lease, then upon the written request of Tenant, Landlord shall authorize consecutive reductions to the principal amount of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made letter of credit in the form amount of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty One Hundred Thousand Dollars (30$100,000.00) days shall remain until the expiry date (or until each upon the expiration of the initial or renewal term twelfth (12th), twenty-fourth (24th), thirty-sixth (36th), forty-eighth (48th) and sixtieth (60th) months of the Term. In addition to the foregoing reductions, provided that: (i) Tenant is not in default under the Lease at any time during the Term hereof, (ii) Tenant has not at any time been more than five (5) days late with respect to any payments of rent due under the Lease, and (iii) Tenant shall demonstrate, by the delivery of its financial statements to Landlord, a present net worth of not less than One Million Dollars ($1,000,000.00) (as determined by generally accepted accounting principles, consistently applied), then, upon written request of Tenant, Landlord shall authorize a reduction of fifty-percent (50%) of the then outstanding principal amount of the letter of credit) of any letter of credit posted hereunder. Further, and if Tenant shall satisfy each of the conditions set forth in Subsection (i) through (iii) above and provided that Tenant shall demonstrate, by the delivery to Landlord of its financial statements, positive retained earnings of not have renewed or replaced less than Two Million Dollars (in accordance with the foregoing$2,000,000.00) such letter (as determined by generally accepted accounting principles, consistently applied), then, upon written request of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such eventTenant, Landlord may immediately draw down on the letter of credit, shall authorize a full exoneration and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction release of the letter of credit). Upon expiration or earlier termination of this Lease or at any other time when the Letter of Credit is to be reduced or released, Tenant may give Landlord written notice requesting that Landlord confirm such facts to the issuer of the letter of credit and Landlord shall so notify the issuer in writing with a reasonable time.

Letter of Credit. The (a) Upon execution of this Lease, Tenant shall, at Tenant's sole cost and expense, cause the LC Issuer (as hereinafter defined) to increase the face amount of the Existing Letter of Credit (as hereinafter defined) from One Hundred Thousand Dollars ($100,000) to Two Hundred Fifty Thousand Dollars ($250,000) (the "LC FACE AMOUNT") and Landlord shall retain the Existing Letter of Credit, as so amended (the "LETTER OF CREDIT"), as security for Tenant's performance of all of Tenant's covenants and obligations under this Lease, which security shall be in addition to the Security Deposit may provided pursuant to Paragraph 8 below; provided, however, that neither the Letter of Credit nor any Letter of Credit Proceeds (as defined below) shall be made deemed an advance rent deposit or an advance payment of any other kind, or a measure of Landlord's damages upon Tenant's Default. Subject to Paragraph 7(b) below, the Letter of Credit shall be maintained in effect from the form date hereof through the date that is sixty (60) days after the Expiration Date (the "LC TERMINATION DATE"). On the LC Termination Date, Landlord shall return to Tenant the Letter of a letter Credit and any Letter of credit if the issuer thereof is approved Credit Proceeds then held by Landlord (other than those Letter of Credit Proceeds Landlord is entitled to retain under the terms of this Paragraph 7(a)); provided, however, that in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has event shall any such return be construed as an attachment admission by Landlord that Tenant has performed all of its obligations hereunder. Landlord shall not be required transfer to segregate the Letter of Credit Proceeds from its other funds and assignment documentation; no interest shall accrue or be payable to Tenant with respect thereto. Landlord may (but shall not be required to) draw upon the Letter of Credit and use the proceeds therefrom (vthe "LETTER OF CREDIT PROCEEDS") provides that the sole condition or any portion thereof to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred cure any Default under this Lease and the person requesting the draw to compensate Landlord for any damage Landlord incurs as a result of such Default, and for any other purpose for which Landlord is authorized on behalf of the then current beneficiary entitled to make the draw and receive the proceeds.” If use, apply or retain the Security Deposit is made in the form of a letter of creditor any portion thereof pursuant to Paragraph 8 below, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration being understood that any use of the initial or renewal term Letter of the letter of credit) of any letter of credit posted hereunder, and Tenant Credit Proceeds shall not have renewed constitute a bar or replaced (defense to any of Landlord's remedies set forth in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year periodParagraph 26 below. In such event, event and upon written notice from Landlord may immediately draw down on to Tenant specifying the letter amount of credit, the Letter of Credit Proceeds so utilized by Landlord and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyedparticular purpose for which such amount was applied, Tenant shall upon request by immediately deliver to Landlord an amendment to the then current beneficiary, cause Letter of Credit or a replacement letter Letter of credit Credit in an amount equal to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit).full LC Face Amount. Tenant's failure to deliver such

Letter of Credit. Tenant agrees, in addition to and not In lieu of the Security Deposit, to deliver to Landlord upon execution of this Lease a xxxx, irrevocable letter of credit (the “Letter of Credit”) established in Landlord’s (and its successors’ and assigns’) favor in the amount of Twenty-Five Thousand and 00/100 Dollars ($25,000.00), issued by a federally insured banking or lending institution reasonably acceptable to Landlord and in other form and substance reasonably acceptable to Landlord. The Letter of Credit shall specifically provide for partial draws and shall by its terms be transferable by the beneficiary thereunder. Any transfer fees shall be payable by Tenant. If Tenant fails to make any payment of rent or other charges due to Landlord under the terms of this Lease, or otherwise defaults hereunder, beyond any applicable notice and cure period, Landlord, at Landlord’s option, may make a demand for payment under the Letter of Credit in an amount equal to the amounts then due and owing to Landlord under this Lease. In the event that Landlord draws upon the Letter of Credit, Tenant shall present to Landlord a replacement Letter of Credit in the full Letter of Credit Amount satisfying all of the terms and conditions of this paragraph within ten (10) days after receipt of notice from Landlord of such draw. Tenant’s failure to do so within such 10-day period will constitute a default hereunder (Tenant hereby waiving any additional notice and grace or cure period), and upon such default Landlord shall be entitled to immediately exercise all rights and remedies available to it hereunder, at law or in equity, Landlord’s election to draw under the Latter of Credit and to hold the proceeds of the drawing under the Letter of Credit as a part of Tenant’s Security Deposit shall not be deemed a cure of any default by Tenant hereunder and shall not relieve Tenant from its obligation to present to Landlord a replacement Letter of Credit which complies with the terms and conditions of this Lease. Tenant acknowledges that any proceeds of a draw made under the Letter of Credit and thereafter held as a part of Tenant’s Security Deposit may be made in the form used by Landlord to cure or satisfy any obligation of Tenant hereunder as if such proceeds were instead proceeds of a letter draw made under a Letter of credit if Credit that remained outstanding and in full force and effect at the issuer thereof is approved time such amounts are applied by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term to cure or satisfy any such obligation of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant. Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition hereby affirmatively disclaims any interest Tenant has, may have, claims to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two monthshave, or (y) an additional one (1)-year period. In such event, may claim to have in any proceeds drawn by Landlord may immediately draw down on under the letter Letter of credit, Credit and hold the proceeds thereof as a cash security deposit or apply held in accordance with the terms hereof. In Without limiting the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction generality of the letter foregoing, provided no event of credit)Default by Tenant has occurred under the Lease at any time during the Lease Term, the value of the Letter of Credit will be reduced to Seventeen Thousand and 00/100 Dollars ($17,000.00) following the last day of the thirteenth (13m) full month of the Lease Term; to Nine Thousand and 00/100 Dollars ($9,000.00) following the last day of the twenty-fifth (25 ) full month of the Lease Term; and released following the end of the Lease Term.

Letter of Credit. The Security Deposit (a) Subject to Section 5.7 hereof and except as may be made permitted under the Indenture, the Borrower agrees that throughout the term of this Agreement it, or any successor or assignee as permitted by Section 5.2 hereof, will maintain or cause to be maintained a Letter of Credit for each Series of Bonds or an Alternate Letter of Credit for each Series of Bonds. At any time the Borrower may, at its option, provide for the delivery to the Trustee of an Alternate Letter of Credit and the Borrower shall, in any event, cause to be delivered an Alternate Letter of Credit at least 60 days before the form expiration date of a any existing Letter of Credit, unless otherwise permitted by the Indenture, or any existing Alternate Credit Facility. An Alternate Letter of Credit shall be an irrevocable letter of credit or other irrevocable credit facility (including, if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for applicable, a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a confirming letter of credit), it issued by a commercial bank or other financial institution, the terms of which shall in all material respects be the same as the applicable Letter of Credit; provided, that the expiration date of such -------- Alternate Letter of Credit shall be an immediate default hereunder a date not earlier than one year from its date of issuance, subject to earlier termination upon payment of the related Series of Bonds in full or provision for such payment in accordance with no notice or cure period required, if Article X of the Indenture. Not less than thirty (30) days prior to the delivery of an Alternate Letter of Credit, the Borrower shall remain until (i) deliver to the expiry date Trustee a written commitment for the delivery of such Alternate Letter of Credit, (or until ii) inform the expiration Trustee of the initial or renewal term date on which the Alternate Letter of Credit will become effective, which date shall not be less than five (5) calendar days prior to the stated expiration date of the letter existing Letter of creditCredit and (iii) inform the Trustee of any letter the rating expected to apply to the related Series of credit posted hereunderBonds after the Alternate Letter of Credit is delivered. On or prior to the date of the delivery of an Alternate Letter of Credit to the Trustee, the Borrower shall cause to be furnished to the Trustee (i) an opinion of Bond Counsel stating to the effect that the delivery of such Alternate Letter of Credit to the Trustee is authorized under the Indenture and Tenant shall complies with the terms hereof and will not have renewed or replaced adversely affect the Tax-exempt status of the Bonds, (ii) an opinion stating to the effect that such Alternate Letter of Credit is enforceable in accordance with its terms (except to the foregoing) such letter extent that the enforceability thereof may be limited by bankruptcy, reorganization or similar laws limiting the enforceability of credit for creditors' rights generally and except that no opinion need be expressed as to the longer period of (x) the resolution availability of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of creditdiscretionary equitable remedies), and hold (iii) written evidence from Xxxxx'x, if the proceeds thereof as a cash security deposit or apply in accordance with Bonds are rated by Xxxxx'x, and S&P, if the terms hereof. In Bonds are rated by S&P, and/or Fitch, if the event Bonds are rated by Fitch that the letter related Series of credit Security Deposit is lost Bonds shall have a long-term rating of Fitch "A+" (or destroyedequivalent) or higher or, Tenant if the related Series of Bonds only has a short-term rating, such short-term rating shall upon request by be in the then current beneficiary, cause a replacement letter of credit highest short-term rating category (without regard to be issued (provided proper affidavit by the beneficiary is made regarding the loss "+"'s or destruction of the letter of credit"-"'s).

Letter of Credit. The Security Deposit may As security for the performance by Tenant of Tenant’s obligations hereunder, Tenant shall cause to be made in delivered to Landlord concurrently with the form execution of a this Lease by Tenant, an original irrevocable standby letter of credit if (the issuer thereof is approved “Letter of Credit”) in the amount specified in Article 1 above, naming Landlord as beneficiary, which Landlord may draw upon to cure any default under this Lease or to compensate Landlord for any damage Landlord incurs as a result of Tenant’s failure to perform any of its obligations hereunder. 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 Landlord a major commercial bank reasonably acceptable to Landlord, with a San Francisco, California, or New York, New York, service and claim point for the Letter of Credit, have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for alternative, have a term of no not less than one (1) year and be automatically renewable for an additional one (1) year period unless the issuer gives Landlord at least 45 days advance prior notice of non-renewalrenewal is given by 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 Credit shall provide that, in the event of Landlord’s assignment or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord, without charge and without recourse, to 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, and with no other conditions, shall be in the form attached hereto as Exhibit D, and otherwise be in form and content reasonably 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 term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date 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 amount specified in Article 1 above. 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 a 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 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 holder of a Mortgage, nor any purchaser at any judicial or private foreclosure sale of the Project or any portion thereof, shall be responsible to Tenant for such 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 Tenant 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 (including, without limitation, damages recoverable under California Civil Code Section 1951.2). The Letter of Credit shall reduce in amount on (i) the first day of the sixty-first (61st) full calendar month following the Rent Commencement Date, (ii) the first day of the seventy-third (73rd) full calendar month following the Rent Commencement Date, (iii) provides that it is expressly transferable and assignable by the then current beneficiary without first day of the consent or joinder of Tenant and without payment of a transfer fee; eighty-fifth (85th) full calendar month following the Rent Commencement Date, (iv) has as an attachment all required transfer and assignment documentation; the first day of the ninety-seventh (97th) full calendar month following the Rent Commencement Date, and (v) provides the first day of the one hundred ninth (109th) full calendar month following the Rent Commencement Date (each a “Reduction Date”), by the amount of Three Hundred Forty Thousand Dollars ($340,000.00) on each such Reduction Date; provided, however, that the sole condition if (i) on or prior to the draw Reduction Date, a default, by Tenant shall have occurred, or (ii) on the Reduction Date, Tenant’s net worth (as defined below) is less than One Hundred Fifty Million Dollars ($150,000,000.00), then the presentation Letter of Credit amount shall not reduce on such date and shall not thereafter reduce. If Tenant is entitled to any such reduction, then Landlord shall cooperate in a commercially reasonable manner with Tenant upon Tenant’s request to replace or amend the then existing Letter of Credit to reflect the reduced amount of the letter Letter of credit Credit; provided, however, that in no event shall any such reduction be construed as an admission by Landlord that Tenant has performed all of its covenants and obligations hereunder. Tenant’s “net worth” shall mean the total assets of Tenant less liabilities (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of creditincluding, it shall be an immediate default hereunder with no notice or cure period requiredwithout limitation, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of creditcontingent liabilities) of any letter of credit posted hereunderTenant, and Tenant shall not have renewed or replaced (as computed in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year periodGAAP. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance connection with the terms hereof. In the event that the letter test of credit Security Deposit is lost or destroyedTenant’s net worth on a Reduction Date, Tenant shall upon request by the provide Landlord with Tenant’s then current beneficiary, cause a replacement letter quarterly financial statements which satisfy the terms of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Section 30.F. below.

Letter of Credit. The Security Deposit (i) Tenant acknowledges 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 (1) be addressed to Landlord, (2) be in the form attached hereto as Exhibit J, (3) be issued by a federally insured financial institution which is acceptable to Landlord 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 made in the form City of a letter of credit if San Francisco, California, (4) be in an amount equal to $1,207,098.39 (the issuer thereof is approved by Landlord “Minimum Amount”), (5) allow for partial and multiple draws thereunder, and (6) have an expiration date not earlier than sixty (60) days after the scheduled Term expiration date (as the same may be extended) or in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for alternative, have a term of no not less than one (1) year unless and be automatically renewable for additional one (1) year periods unless, on or before the date sixty (60) days prior to the expiration of the term of such Letter of Credit, the issuer of such Letter of Credit gives notice to Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by its election not to renew such Letter of Credit for any additional period pursuant thereto. In addition, the then current beneficiary without the consent or joinder Letter of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original Credit shall provide that, in the event of a partial draw) and an affidavit Landlord’s assignment of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf assignee without charge to Landlord or approval of the then current beneficiary issuer. The Letter of Credit shall provide for same day payment to make Landlord upon the draw and receive the proceeds.” If the Security Deposit is made in the form issuer’s receipt of a letter of creditsight 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, it shall be an immediate default hereunder and with no notice or cure period requiredother conditions. Notwithstanding the foregoing, if less than thirty (30) days shall remain until Landlord hereby preapproves Silicon Valley Bank as the expiry date (or until the expiration issuer of the initial or renewal term Letter of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Credit.

Letter of Credit. The Security Deposit may be made in 5.1 Within two (2) business days after the form mutual execution and delivery of a letter of credit if the issuer thereof is approved by this Lease, Tenant shall deliver to Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the unconditional, clean, irrevocable letter of credit (which may be by overnight delivery and can be made via a copy thereof the “L-C”) in lieu the amount set forth in Section 1.7 of the original in Basic Lease Information (the event of “L-C Amount”), which L-C shall be issued by a partial draw) solvent and an affidavit to the effect that “default nationally recognized bank (a bank which accepts deposits, maintains accounts, has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a local Los Angeles, California office which will negotiate a letter of credit, it 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 an immediate default hereunder with in the form of Exhibit L, 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 for the period commencing on the date of this Lease and continuing until the date (the “L-C Expiration Date”) that is no notice or cure period required, if less than one hundred twenty (120) days after the expiration of the Term and Tenant shall deliver a new L-C or certificate of renewal or extension to Landlord at least thirty (30) days shall remain until the expiry date (or until prior to the expiration of the initial L-C then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord, its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev), International Chamber of Commerce Publication #500, or renewal term 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 letter L-C if any of creditthe following shall have occurred or be applicable: (A) such amount is due to Landlord under the terms and conditions of this Lease beyond any letter applicable notice and cure period, 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 Lease has been rejected, or is deemed rejected, under Section 365 of credit posted hereunderthe U.S. Bankruptcy Code, following the filing of a voluntary petition by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date and Tenant shall has not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting provided a draw on the Security Deposit replacement letter of credit, plus two monthsor (F) Tenant is placed into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State law, or (yG) Tenant executes an additional one assignment for the benefit of creditors, or (1)-year period. In such eventH) 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 may immediately draw down on the with a replacement letter of credit, conforming in all respects to the requirements of this Section 5 (including, but not limited to, the requirements placed on the issuing Bank more particularly set forth in this Section 5.1 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 Section 5, 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 hold the proceeds thereof as a cash security deposit or apply shall otherwise be acceptable to Landlord in accordance its reasonable discretion) and that complies in all respects with the requirements of this Section 5. If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms hereofand conditions of this Section 5, then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to declare Tenant in default of this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than the aforesaid ten (10) day period). Tenant shall be responsible for the payment of any and all costs incurred with the review of any replacement L-C (including without limitation Landlord’s reasonable attorneys’ fees), which replacement is required pursuant to this Section or is otherwise requested by Tenant. In the event that of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit Security Deposit is lost or destroyedby Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s sole and reasonable discretion, and the reasonable attorney’s fees incurred by Landlord in connection with such determination shall be payable by Tenant shall upon request by the then current beneficiary, cause a replacement letter to Landlord within ten (10) days of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)billing.

Letter of Credit. The Security Deposit may be made in Upon the form execution of a this Lease, Tenant shall deposit with Landlord evidence from _______________ Bank (the "Approved Issuing Bank") an irrevocable letter of credit if in the issuer thereof is approved amount of $124,740.00 which shall be increased to $367,790.00 prior to the payment to Tenant of the Tenant Allowance for the Premises Part A (the "Letter of Credit") as security for the payment and performance by Landlord Tenant of all its obligations hereunder. During the Term of this Lease, as may be extended, Tenant will keep the Letter of Credit in advance full force and in compliance with the form thereof provisions of this Lease. Notwithstanding the foregoing, and provided that an Event of Default shall not have occurred and be continuing, the Letter of Credit shall be reduced to $294,232.00 on the first anniversary of the date of execution of this Lease, to $220,674.00 on the second anniversary of the date of execution of this Lease, and to $173,500.00 on the third anniversary of the date of execution of this Lease through the Stated Expiration Date. Provided, further, upon completion of an initial public offering by Tenant, or the acquisition of the stock or assets of Tenant by an entity with annual sales in excess of $50 million, the Letter of Credit shall be reduced to $173,500.00. In the event that (i) is approved in advance by any default of Tenant occurs hereunder and continues beyond the Landlord; applicable cure period (if any), or (ii) provides that it is automatically renewable for Landlord transfers its ownership of the Premises to a term third party and the Approved Issuing Bank does not consent to the transfer of no less than one (1) year unless any beneficial interest in the issuer gives Landlord at least 45 days advance prior notice Letter of non-renewal; Credit to such third party or issue a replacement Letter of Credit in identical form to such third party, or (iii) provides that it is expressly transferable and assignable any such Letter of Credit will expire by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof its terms in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed has failed to provide a successor Letter of Credit issued by the Approved Issuing Bank or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any its successor, then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a Landlord may draw on the Security Deposit letter Letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, Credit and hold the proceeds thereof shall be held and applied as a cash security deposit or apply in accordance under this Article 24. Said proceeds may be commingled with the terms hereofother funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. In the event that Landlord draws upon and applies any portion or all of the letter proceeds of credit Security Deposit is lost or destroyedthe Letter of Credit towards the cure of a default uncured by Tenant hereunder, Tenant shall restore the amount so expended by Landlord within ten (10) business days of the applicable draw of such amounts so that at all times (subject to the ten day grace period herein referenced) Landlord shall be entitled to draw down upon request the full aggregate amount of the Letter of Credit from time to time required to be deposited with Landlord hereunder. Any failure of Tenant to deliver to Landlord the Letter of Credit as prescribed herein or to restore any amount drawn under the Letter of Credit within the time and manner specified shall constitute an Event of Default under this Lease and entitle Landlord to immediately draw down the Letter of Credit then in force or effect and Landlord shall retain such cash amounts as security pursuant to the provisions of this Article. In the event of a transfer of Landlord's interest in the Premises, Landlord shall have the right and the obligation (where permitted by the then current beneficiaryApproved Issuing Bank) to transfer the Letter of Credit to the transferee, cause a replacement letter and Landlord shall thereupon be released by Tenant from all liability for the return of credit such security; and Tenant shall look solely to be issued (provided proper affidavit by the beneficiary is new landlord for the return of said security; the provisions hereof shall apply to every transfer or assignment made regarding the loss or destruction of the letter security to a new landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the proceeds of creditthe Letter of Credit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Within thirty (30) days after the expiration or sooner termination of the Term, as may be extended, the original Letter of Credit (or the remaining proceeds thereof if previously drawn and not applied to cure a default by Tenant hereunder), to the extent not applied, shall be returned to Tenant without interest. Tenant shall pay all costs associated with obtaining, replacing, supplementing, transferring, extending and maintaining the Letter of Credit in accordance with the requirements of this Lease.

Letter of Credit. The Security Deposit may be made in Before the form of a letter of credit if the issuer thereof is approved by Commencement Date, Tenant shall deliver to Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the unconditional, irrevocable letter of credit (which may be by overnight delivery and can be made via a copy thereof “LC”) in lieu of the original amount of Two Hundred Eighty Thousand Dollars ($280,000) (the “LC Stated Amount”); if Tenant does not deliver the LC to Landlord before the Commencement Date, then Landlord may terminate this Lease in its entirety (including, without limitation, the Option set forth in Rider Two) effective, upon three (3) days prior written notice, at any time before it receives the LC from Tenant, in which case Landlord may retain all amounts deposited with or paid to Landlord by Tenant. The LC shall be issued by a national money center bank (“Bank”) reasonably acceptable to Landlord that has its headquarters in the event of United States and has a partial draw) local Los Angeles branch office, and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made shall be in the form of a letter of creditattached hereto as Exhibit B. Tenant shall pay all expenses, it points and/or fees incurred in obtaining and renewing the LC. The LC shall be an immediate default hereunder with no notice or cure period required, if less than thirty effective from the date of delivery thereof through the date which is one hundred (30100) days shall remain until the expiry date (or until after the expiration of the initial or renewal term Term, as it may be extended pursuant to the terms of this Lease (the letter of credit) of any letter of credit posted hereunder“LC Expiration Date”). The LC may be re-issued, and Tenant shall not have renewed or replaced (for annual periods, provided that the LC Stated Amount is not reduced except as expressly provided below. Each reissue, renewal or replacement LC shall be in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigationform attached hereto as Exhibit B, injunctive action or proceeding (including without limitationand shall be subject to Landlord’s prior written approval. The LC Stated Amount shall be reduced, bankruptcy proceeding) having the effect of prohibiting a draw effective on the Security Deposit letter of credit, plus two months, or fourth (y4th) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction anniversary of the letter Commencement Date (“Reduction Date”), to the amount of creditNinety Thousand Dollars ($90,000), subject to the provisions of Subparagraphs (1) and (2) immediately below.

Letter of Credit. The Security Deposit may be made in Tenant agrees that, within ten (10) days follow the form execution of a this Lease, Tenant shall deposit with Landlord and maintain throughout the Lease Term (except as ' provided below) an One Million Nine Hundred Ninety-One Thousand and Nine Dollars ($1,99 1,009) irrevocable letter of credit in form and substance and issued by Bank of America, naming Landlord (and, if required, Landlord's lender holding the issuer thereof is approved first lien against the Property) as beneficiary (the "Letter of Credit"). The Letter of Credit will secure the full and faithful performance of each provision of this Lease to be performed by Tenant. Landlord shall have the absolute right to draw down the full amount of the Letter of Credit on Landlord's sworn statement of any Tenant Event of Default; provided, however, that commencing upon such draw down and continuing throughout the Lease Term, interest at one-half (1/2)the prime rate shall accrue to Tenant's account and shall, at the end of the Lease Term, unless Tenant has committed an uncured Event of Default hereunder, be added to the then-outstanding balance of the Security Deposit. The draw down shall be added to and increase the amount of the Security Deposit retained by Landlord in advance and thereafter required under Section 29(a) above. If Landlord does apply the Security Deposit, as increased by the Letter of Credit amount, Tenant shall within ten (10) days written demand replenish the Security Deposit to the combined sum of the amount of the Letter of Credit and the form thereof Security Deposit as required under Section 29(a). Following the first anniversary of the Commencement Date and on each anniversary of the Commencement Date thereafter, the face amount of the letter of credit may be reduced by Four Hundred Ninety Seven Thousand Seven Hundred Fifty Two Dollars ($497,752) upon Tenant's written request, provided such request confirms to Landlord in Landlord's reasonable discretion, with such evidence as Landlord may reasonably require, that: (i) The Letter of Credit is approved in advance full force and effect and has not been drawn upon by the Landlord; (ii) provides that it is automatically renewable for a term No Event of no less than one (1) year unless Default has occurred under the issuer gives Landlord at least 45 days advance prior notice Lease nor has there occurred any act of non-renewalTenant, event or omission which with the passage of time would constitute an Event of Default; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder Tenant has experienced a minimum of Tenant and without payment of a transfer fee; two (iv2) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit).consecutive

Letter of Credit. The Security Deposit may In order to secure the Agent’s obligations under this Agreement, in respect of (x) the payment of the unpaid portion of the Guaranteed Amount, (y) Expenses, and (y) the Recovery Amount, if any, on the Payment Date, Agent shall furnish Merchant with an irrevocable standby Letter(s) of Credit naming the Merchant as beneficiary (the “Beneficiary”) in the aggregate original face amount equal to the difference between the Estimated Guaranteed Amount and the Initial Guaranty Payment, plus three (3) weeks estimated Expenses, which shall be made substantially in the form of a letter Exhibit 3.4 hereof (collectively, the “Letter of credit if Credit”). The Letter of Credit shall have an expiration date of no earlier than sixty days after the issuer thereof is approved by Landlord in advance Sale Termination Date. Unless the parties shall have mutually agreed that they have completed the final reconciliation and verification of the Final Inventory Report under this Agreement, then, at least thirty (30) days prior to the initial or any subsequent expiration date of the Letter of Credit, Agent shall secure and the form thereof Beneficiaries shall receive an amendment to the Letter of Credit solely extending (ior further extending, as the case may be) is approved in advance the expiration date by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; sixty (iii60) provides that it is expressly transferable and assignable by days. If the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition Beneficiaries fail to receive such amendment to the draw is the presentation Letter of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with Credit no notice or cure period required, if less later than thirty (30) days shall remain until the expiry date (or until before the expiration date of the initial or renewal term Letter of Credit, then all amounts hereunder shall become immediately due and payable and the Beneficiaries shall be permitted to draw under the Letter of Credit in payment of amounts owed and the Beneficiaries shall hold the balance of the letter amount drawn under the Letter of credit) Credit as security for amounts that may become due and payable to Merchant. At Agent’s request, the Beneficiaries shall take all actions reasonably required to reduce the amount available to be drawn under the Letter of any letter Credit by amounts credited against the Guaranteed Amount; provided, however, that the Letter of credit posted hereunder, and Tenant Credit shall not have renewed or replaced be reduced below three (in accordance with the foregoing3) such letter weeks of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereofestimated Expenses. In the event that the letter Agent, after receipt of credit Security Deposit is lost five (5) days notice (which notice shall not be required if Agent or destroyed, Tenant any member of Agent shall upon request by the then current beneficiary, cause be a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction debtor under title 11 of the letter United States Code), fails to pay the Guaranteed Amount, or portion thereof, or any Expenses when due, the Beneficiaries, individually or collectively, may draw on the Letter of credit)Credit in an amount equal to the unpaid, past due amount of the Guaranteed Amount or Expenses that is not the subject of a reasonable dispute.

Letter of Credit. The Security Deposit may be made in 21.1 Within fifteen (15) days of the form full execution and delivery of a letter of credit if the issuer thereof is approved this Lease by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically Tenant, Tenant shall deliver to Landlord an unconditional, irrevocable and renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be “Tenants Letter of Credit”) in favor of Landlord in the form attached hereto as Exhibit “E”, issued by overnight delivery a bank reasonably acceptable to Landlord with an office (capable of honoring a demand on the Tenant’s Letter of Credit) located in Southern California, in the principal amount (“Stated Tenant LC Amount”) specified below, as security for the faithful performance and can be made via a copy thereof in lieu observance by Tenant of the original terms, provisions and conditions of this Lease. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the event Tenant’s Letter of a partial draw) and an affidavit to the effect Credit; provided, however, that “so long as Tenant is not then in default has occurred under this Lease beyond any applicable notice and the person requesting the draw is authorized on behalf cure periods, Landlord shall reimburse such expenses, points and/or fees incurred by Tenant in obtaining Tenant’s Letter of Credit, up, to a maximum amount equal to three-quarter percent (0.75%) of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than Stated Tenant LC Amount per year (“LC Reimbursement Cap”) within thirty (30) days shall remain until the expiry date (or until the expiration of Tenant’s presentation to Landlord of evidence reasonably satisfactory to Landlord evidencing such expenses, points and/or fees paid by Tenant. The Stated Tenant LC Amount of the initial or renewal term Tenant’s Letter of the letter of credit) of any letter of credit posted hereunderCredit shall initially be [ ] [ ] [ ] [ ] ] provided, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with however that subject to the terms hereof. In , the event that the letter of credit Security Deposit is lost or destroyed, Stated Tenant LC Amount shall upon request be reduced by the then current beneficiary, cause a replacement letter of credit an amount equal to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction [ ] [ ] [ ] [ ] [ ][ ] on each annual anniversary of the letter Commencement Date but in no event shall the Stated Tenant LC Amount ever be reduced to an amount less than [ ] [ [ ] [ ] [ ] [ ] ] (the “Minimum Stated Tenant LC Amount”). Accordingly, upon the dates specified below (“Adjustment Dates”), the Tenant LC Stated Amount may, subject to the terms hereof, be reduced to the following amounts: DEL MAR GATEWAY [Xxxxxxx Investment Partners, L.P.] Adjustment Dates Tenant LC Stated Amount Commencement Date: [ ] Last day of creditthe month in which the twelve (12) month anniversary of the Commencement Date occurs: [ ] Last day of the month in which the twenty-four (24) month anniversary of the Commencement Date occurs: [ ] Last day of the month in which the thirty-six (36) month anniversary of the Commencement Date occurs: [ ] Last day of the month in which the forty-eight (48) month anniversary of the Commencement Date occurs: [ ] Last day of the month in which the Sixty (60) month anniversary of the Commencement Date occurs: [ ] Last day of the month in which the seventy-two (72) month anniversary of the Commencement Date occurs: [ ] Last day of the month in which the eighty-four (84) month anniversary of the Commencement Date occurs and continuing, subject to Section 25.26 hereof, for the balance of the Term (including any Option Term (if any)): [ ] Notwithstanding anything above to the contrary, if Tenant is in default under this Lease and Tenant has received notice but failed to cure such default within the time period permitted under this Lease or such lesser time as may remain before the relevant date for any scheduled reduction of the Stated Amount 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.

Letter of Credit. The (a) Concurrently with its execution of this Sublease, Subtenant shall deliver to Sublandlord, as security for this Sublease, an irrevocable letter of credit (the “Original Letter of Credit”) in the amount of $ _________________ (the “Required Security Deposit Amount”) issued by a bank which is a member of the Federal Reserve System satisfactory to Sublandlord, which shall (i) be transferable, (ii) be payable to Sublandlord in partial or full draws upon presentation solely of a draft purportedly signed by an officer of Sublandlord (which presentation may be made at the issuer’s counter or by courier or by overnight mail at the address specified in such letter of credit), (iii) have an initial expiry date not less than one year from the form date of a issue and contain an "evergreen" provision to the effect that such letter of credit if will be automatically extended for successive one-year periods unless at least 60 days prior to the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless expiration thereof, the issuer gives Landlord at least 45 days advance prior written notice to Sublandlord that such letter of non-renewal; (iii) provides that it is expressly transferable and assignable by credit will not be extended for the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; next annual period, (iv) has as an attachment all required transfer and assignment documentation; have a final expiry date which shall be not earlier than the day which is 60 days after the Sublease Expiration Date, and (v) provides that be in form and substance otherwise satisfactory to Sublandlord. The Original Letter of Credit and any Replacement Letter of Credit (as hereinafter defined) delivered to Sublandlord as hereinafter provided is herein referred to as the sole condition to “Letter of Credit”. Any and all fees or costs charged by the draw is issuer in connection with the presentation issuance, maintenance or transfer of the letter Letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it Credit shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request paid by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Subtenant.

Letter of Credit. The Security Deposit may be made No later than the Effective Date, Tenant shall deposit with Landlord as security for the prompt, full, and faithful performance by Tenant of every term, covenant and condition of the Lease, an irrevocable letter of credit ("Letter of Credit") payable in Chicago, Illinois, running in favor of Landlord issued by a bank reasonably acceptable to Landlord in the amount of Four Million Five Hundred Thousand and 00/100 Dollars ($4,500,000.00), and substantially in the form of a letter Exhibit A attached hereto. Subject to the stepdown provisions described in Subparagraphs 3(c) and 3(d) below, the Letter of credit if Credit shall be irrevocable for the issuer thereof is approved by Landlord in advance term of the Lease and the form thereof (i) is approved in advance by the Landlord; (ii) provides shall provide that it is automatically renewable for a term period ending not earlier than June 30, 2021 (which is sixty (60) days after the expiration of no less the Lease Term) without any action whatsoever on the part of Landlord. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than one June 30, 2021, or the issuing bank notifies Landlord in writing (1by certified/registered mail, return receipt requested or overnight courier) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by shall not renew the then current beneficiary without the consent Letter of Credit, Landlord will accept a renewal thereof or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the substitute letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a such renewal or substitute letter of credit, it shall credit to be an immediate default hereunder with no notice or cure period required, if less in effect not later than thirty (30) days shall remain until prior to the expiry date expiration thereof), irrevocable and automatically renewable as above provided to June 30, 2021 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 until a substitute letter of credit is not timely received, (ii) or if Tenant fails to maintain the Letter of Credit in the amount and terms set forth in this Section, Tenant, at least thirty (30) days prior to the expiration of the initial Letter of Credit, or renewal immediately upon its failure to comply with each and every term of this Section, must deposit with Landlord cash security in the letter of credit) of any letter of credit posted hereunderamounts required by, and Tenant shall not have renewed or replaced (to be held subject to and in accordance with with, all of the foregoing) such letter of credit for terms and conditions set forth herein, failing which the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on present such Letter of Credit to the letter of credit, and hold the proceeds thereof as a cash security deposit or apply bank in accordance with the terms of this Section, and the entire sum secured thereby shall be paid to Landlord, to be held by Landlord as provided in this Section. Provided that (i) there has been no Event of Default by Tenant that has continued beyond any applicable notice or cure period since the date hereof. In , and (ii) the event that "Minimum Financial Conditions" (defined below) have been achieved, then at any time after the letter applicable Review Date set forth in the schedule below, Tenant may amend the Letter of credit Security Deposit is lost or destroyedCredit to reduce the face amount of the Letter of Credit to the corresponding Reduced Letter of Credit Amount: Review Date Reduced Letter of Credit Amount December 31, 2012 $3,000,000.00 December 31, 2013 $2,600,000.00 December 31, 2014 $2,200,000.00 December 31, 2015 $1,800,000.00 December 31, 2016 $1,400,000.00 December 31, 2017 $1,000,000.00 For purposes hereof, Tenant shall upon request by be deemed to have satisfied the then current beneficiary, cause a replacement letter "Minimum Financial Conditions" if Tenant has provided Landlord with audited financial statements of credit Tenant (and such other reasonably requested documentation) to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit).verify that:

Letter of Credit. The Security Deposit may be made in Concurrently upon Tenant’s execution of this Lease, Tenant shall deliver to Landlord, as additional protection for Landlord to assure the form full and faithful performance by Tenant of a letter all of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred its obligations under this Lease and for all losses and damages Landlord may suffer as a result of any default by Tenant under this Lease, an irrevocable and unconditional negotiable letter or letters of credit (collectively, the person requesting the draw is authorized on behalf “Letter of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made Credit”), in the form attached hereto as Exhibit H and containing the terms required herein, running in favor of Landlord issued by Silicon Valley Bank (“Bank”) or such other bank reasonably approved by Landlord with a letter long term rating of creditBBB or higher (as rated by Xxxxx’x Investors Service or Standard & Poor’s), it and under the supervision of the Superintendent of Banks of the State of California, in the initial amount, in the aggregate, of Six Hundred Three Thousand Two Hundred Fifty-One and 25/100 Dollars ($603,251.25) (“Stated Amount”); provided, however, that, except as hereinafter provided, upon the date specified below (“Adjustment Date”), the Stated Amount may be reduced to the following amount: Date Stated Amount June 1, 2018 $ 301,625.62 However, 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 Paragraph 25 or such lesser time as may remain before the 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. The Letter of Credit shall be an immediate default hereunder with no notice (i) “callable” at sight, irrevocable and unconditional, (ii) subject to the terms of this Paragraph 45, maintained in effect, whether through renewal or cure extension, for the entire period requiredfrom the date of execution of this Lease and continuing until the date (the “LC Expiration Date”) which is one hundred twenty (120) days after the expiration of the initial Lease Term, if less than and Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord at least thirty (30) days shall remain until the expiry date (or until prior to the expiration of the initial or renewal term Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (iii) subject to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590, (iv) fully assignable by Landlord, and (v) permit partial draws. In addition to the foregoing, the form and terms of the letter Letter of credit) of any letter of credit posted hereunderCredit shall be acceptable to Landlord, in Landlord’s sole discretion, and Tenant shall not provide, among other things, in effect that: (A) Landlord, or its then managing agent, shall have renewed the right to draw down an amount up to the face amount of the Letter of Credit upon the presentation to the Bank of Landlord’s (or replaced Landlord’s then managing agent’s) written statements that (in accordance with the foregoing1) such letter amount is due to Landlord under the terms and conditions of credit for this Lease, (2) Tenant has filed a voluntary petition under the longer period of Federal Bankruptcy Code or (x3) an involuntary petition has been filed against Tenant under the Federal Bankruptcy Code, it being understood that if Landlord or its managing agent is a limited liability company, 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); and (B) the resolution Letter of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request Credit will be honored by the then current beneficiary, cause a replacement letter Bank without inquiry as to the accuracy thereof and regardless of credit to be issued (provided proper affidavit by whether the beneficiary is made regarding Tenant disputes the loss or destruction content of the letter of credit)such statement.

Letter of Credit. The Security Deposit may be made Within seven (7) calendar days after Tenant's execution of this Lease, Tenant shall deliver to Landlord an unconditional, irrevocable, transferable letter of credit, in an amount equal to the "Required Amount" (defined below) issued by a financial institution acceptable to Landlord and in form and substance acceptable to Landlord in the form reasonable exercise of a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a its discretion, with an original term of no less than one year and automatic extensions through the end of the Term of this Lease and sixty (160) year unless days thereafter (the issuer gives "Letter of Credit"). Landlord at least 45 days advance prior notice shall not unreasonably withhold its approval of nonsuch a financial institution if it is a national bank, or a bank branch located in the United States (with an office in the United States allowing the Letter of Credit to be presented to and paid by such office pursuant to procedures acceptable to Landlord in its reasonable discretion) with assets of the issuing bank or bank branch in excess of Twenty Billion Dollars ($20,000,000,000). The Letter of Credit shall (i) be a stand-renewalby, at-sight, irrevocable letter of credit; (ii) be payable to Landlord or its assignee; (iii) provides require that any draw on the Letter of Credit shall be made only upon receipt by the issuer of a letter signed by a purported authorized representative of Landlord (or its assignee) certifying that the Landlord (or assignee) is entitled to draw on the Letter of Credit pursuant to this Lease; and (iv) provide that it is expressly transferable and assignable governed by the then current beneficiary without Uniform Customs and Practice for Documentary Credits (1993 revisions) or the consent or joinder International Standby Practices (ISP 98). The term "Required Amount" shall mean a sum reasonably determined by Landlord as of Tenant and without payment the date the Letter of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition Credit is delivered hereunder to be equal to the draw is amount of first twelve (12) months Base Rent plus estimated Additional Charges for Expenses and Taxes. Tenant shall keep the presentation Letter of Credit, at its expense, in full force and effect until the sixtieth (60th) day after the Expiration Date or other termination of this Lease, to insure the faithful performance by Tenant of all of the letter covenants, terms and conditions of credit this Lease, including, without limitation, Tenant's obligations to repair, replace or maintain the Premises and Tenant's obligations under the Work Letter. The Letter of Credit shall provide thirty (which may be by overnight delivery 30) days' prior written notice to Landlord of cancellation or material change thereof, and can be made via a copy thereof shall further provide that, in lieu the event of any nonextension of the original Letter of Credit at least thirty (30) days prior to its expiration, the entire face amount shall automatically be paid to Landlord, and Landlord shall hold the funds so obtained as the security deposit required under this Lease. If for any reason such automatic payment does not occur in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than nonextension at least thirty (30) days prior to expiration, Landlord shall remain until the expiry date (or until the expiration be entitled to present its written demand for payment of the initial or renewal term entire face amount of the letter Letter of credit) Credit, and the funds so obtained shall be held as provided above. Any unused portion of the funds so obtained by Landlord shall be returned to Tenant upon replacement of the Letter of Credit or deposit of cash security in the full Required Amount. If Landlord uses any letter portion of credit posted the Letter of Credit, or the cash security deposit resulting from a draw on the Letter of Credit, to cure any default by Tenant hereunder, and Tenant shall not have renewed provide a replacement Letter of Credit in the Required Amount within ten (10) days of notice from Landlord, and Tenant's failure to do so shall be a Default hereunder. If a Default occurs under this Lease or replaced the Work Letter (including, without limitation, any default by Tenant with respect to its payment and performance obligations under the Work Letter), 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 election, for payment of a portion of the amount of the Letter of Credit as is required to compensate Landlord for damages incurred, with subsequent demands at Landlord's sole election as Landlord incurs further damages) and the funds so obtained shall become due and payable to 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. Without limiting the foregoing, if Tenant fails to perform its Tenant's obligations to complete or pay for the Tenant Improvements in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such eventWork Letter, Landlord may immediately draw down on use the letter Letter of creditCredit to complete and/or pay for the Tenant Improvements to the extent of Tenant's obligations under the Work Letter. Landlord shall be entitled to assign the Letter of Credit and its rights thereto in connection with an assignment of this Lease to a Mortgagee as security for the obligations of Landlord to such Mortgagee, and hold or in connection with a sale or other transfer of Landlord's interest in all or a portion of the proceeds thereof as a cash security deposit or apply Project (provided that, in accordance each instance, Landlord pays any bank fees associated with any transfer of the terms hereofLetter of Credit. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction cooperate with Landlord in connection with any modifications of the letter Letter of credit)Credit that may be reasonably requested in connection with such assignment.

Letter of Credit. The Security Deposit may be made Concurrently with the execution and delivery of this Lease by Tenant, Tenant shall deliver to Landlord an irrevocable letter of credit in the amount of $603,466.50 in the form of Appendix 2.6 attached hereto issued by a letter national bank or other financial institution reasonably acceptable to Landlord (the “Letter of credit if Credit”), subject to reduction as set forth below. In the issuer thereof is approved by Landlord event Tenant defaults in advance and the form thereof (i) is approved in advance by performance of any of the Landlord; (ii) provides that it is automatically renewable for a term terms of no less than one (1) year unless this Lease, including the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such eventRent, Landlord may immediately draw down upon, use, apply or retain the whole or any part of the Letter of Credit to the extent required for the payment of any Rent or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default in respect of any of the terms of this Lease, including any damages or deficiency in the re-letting of the Premises, whether accruing before or after summary proceedings or other re-entry by Landlord. In the case of every such draw down, use, application or retention, Tenant shall, on demand, increase the letter available balance of creditthe Letter of Credit by the amount so drawn, used, applied or retained to its former amount, and hold Tenant’s failure to do so shall be a material breach of this Lease. The application of the proceeds thereof as Letter of credit hereunder shall not be deemed a cash security deposit limitation on Landlord’s damages or apply in accordance with a payment of liquidated damages or a payment of the terms hereofmonthly Rent due for the last month of the Term of this Lease. In the event that the issuer of the Letter of Credit notifies Landlord that the Letter of Credit will not be renewed (as set forth on page 2 of the Letter of Credit attached hereto as Appendix 2.6), Landlord may draw down on the Letter of Credit if a replacement Letter of Credit is not delivered to Landlord at least thirty (30) days prior to the expiration date of such letter of credit Security Deposit credit. If Landlord so draws on the Letter of Credit, the funds so drawn shall be held by Landlord in accordance with the terms hereof a non-interest bearing account, and may be applied by Landlord as set forth in this Section 2.6. The Letter of Credit (or the proceeds thereof) or so much of it as has not been applied by Landlord to cure defaults, shall be returned to Tenant within sixty (60) days after delivery of exclusive possession of the Premises to Landlord in accordance with the terms of this Lease. In the event of a sale or lease of the Building, Landlord shall have the right to transfer the Letter of Credit to the vendee or lessee and upon such transfer, Landlord shall immediately and automatically be released by Tenant from all liability for the return of such Letter of Credit; and upon such transfer Tenant agrees to look solely to the new owner or landlord for the return of said Letter of Credit. It is lost agreed that the provisions hereof shall apply to every transfer or destroyedassignment made of the Letter of Credit to a new owner or landlord. Tenant shall not assign or encumber or attempt to assign or encumber any monies or the Letter of Credit held by Landlord hereunder, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or encumbrance. Notwithstanding anything to the contrary contained herein, so long as Tenant has never been in Default under the terms of the Lease, the Letter of Credit may be reduced by $100,577.75 on the first day of each of the second, third, fourth, fifth, and sixth Lease Years (such that if all reductions have been made the Letter of Credit will be $100,577.75 for the last Lease Year). If Tenant is not entitled to any one reduction, as set forth above, Tenant shall not be entitled to any further reductions hereunder. If Tenant is entitled to a reduction of the Letter of Credit, Tenant shall request Landlord’s consent to each such reduction, and upon request Landlord’s approval thereof, Tenant shall deliver to Landlord an amendment to the Letter of Credit setting forth the new amount thereof. Provided that Tenant is entitled to a reduction of the Letter of Credit, Landlord shall sign, in a reasonably timely manner, such documents as may be required by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction issuer of the letter Letter of credit)Credit to obtain such reduction thereof.

Letter of Credit. The Security Deposit 5.01 Concurrently with Tenant’s execution of this Lease, Tenant shall deliver to Landlord, as additional collateral for the full performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may be made suffer as a result of any default by Tenant under this Lease, including, but not limited to, any post lease termination damages under section 1951.2 of the California Civil Code, a standby, unconditional, irrevocable, transferable letter of credit (the “Letter of Credit”) in the form of Exhibit F hereto and containing the terms required herein, in the face amount of One Hundred Eighty-Three and No/100ths Dollars ($183,000.00) (provided, however, that the Letter of Credit Amount shall be increased by an amount equal to the Amortized TI Costs) (the “Letter of Credit Amount”), naming Landlord as beneficiary, issued by a letter financial institution acceptable to Landlord in Landlord’s sole discretion, permitting multiple and partial draws thereon, and otherwise in form acceptable to Landlord in Its sole discretion. Tenant shall cause the Letter of credit if Credit to be continuously maintained in effect (whether through replacement, renewal or extension) in the issuer thereof Letter of Credit Amount (as the same may be reduced pursuant to in Section 5.06 and/or 5.07 below) through the date (the “Final LC Expiration Date”) that is approved 120 days after the scheduled expiration date of the Term or any renewal Term of this Lease. If the Letter of Credit held by Landlord in advance and expires earlier than the form thereof Final LC Expiration Date (i) is approved in advance whether by reason of a stated expiration date or a notice of termination or non-renewal given by the Landlord; (ii) provides that it is automatically renewable for issuing bank), Tenant shall deliver a term new Letter of no less than one (1) year unless the issuer gives Credit or certificate of renewal or extension to Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less not later than thirty (30) days prior to the expiration date of the Letter of Credit then held by Landlord. Any renewal or replacement Letter of Credit shall comply with all of the provisions of this Section 5, shall be irrevocable, transferable and shall remain until the expiry date in effect (or until be automatically renewable) through the expiration Final LC Expiration Date upon the same terms as the expiring Letter of the initial Credit or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (such other terms as may be acceptable to Landlord in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)its sole discretion.

Letter of Credit. The Security Deposit may As of the Effective Date, Tenant shall, at Tenant’s cost and expense, cause to be made issued and delivered to Landlord a fully executed, fully transferable, unconditional, irrevocable letter of credit (in form and substance reasonably satisfactory to Landlord) issued by a financial institution rated “A” by Standard and Poor’s, covering an aggregate of $500,000.00 in total Rentals and other Monetary Obligations under (i) this Lease and (ii) the lease between Essjay Mankato Holdings LLC (“Other Landlord”) and Tenant for 0000 Xxxxx Xxxxx in Mankato, Minnesota ("Additional Lease," and together with the Lease, the "Leases") due under the Leases, and entitling Landlord and/or Lender (and/or their respective successor/assigns, as well as Other Landlord and/or its Lender (as defined in the form Additional Lease) and/or their respective successor/assigns) to immediately draw upon demand, and without additional notice to Tenant, against the letter of credit for any and all Rentals or other Monetary Obligations payable by Tenant under either of the Leases which are not paid by Tenant within three (3) Business Days after receipt of written notice from Landlord or Other Landlord of failure to pay the same. Tenant covenants to have in place a letter of credit if meeting the issuer thereof terms of this Section 4.08 during the initial five (5) years of the terms of the Leases; however, the initial letter of credit shall have a Maturity that is approved approximately coterminous with Tenant’s revolving credit facility with Bank of America on June 15, 2022. By not later than the date of the Maturity of the initial letter of credit, Tenant covenants to, at Tenant’s cost and expense, cause to be issued and delivered to Landlord and Other Landlord (and/or their respective successor/assigns), a replacement letter of credit (which, together with the initial letter of credit may be referred to collectively herein as the "letter of credit") that shall have a Maturity five (5) years from the Effective Date in the amount calculated consistent with the terms of this Section 4.08. In addition to the foregoing, not later than 60 days prior to the date of the Maturity of said initial letter of credit, Tenant shall deliver to Landlord and Other Landlord a loan commitment (or other appropriate instrument) issued by Bank of America (or another financial institution meeting the requirements of this Section 4.08) assuring and evidencing, to Landlord’s reasonable satisfaction, that said replacement letter of credit will be timely issued to Landlord and Other Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation accordance herewith. The face amount of the letter of credit shall decline ratably during the five (which may be by overnight delivery and can be made via a copy thereof in lieu of 5) years from the original Effective Date in the event amount of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required$100,000 per year. Further, if less Tenant generates EBITDA of greater than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term $5,000,000 in any fiscal year beginning with fiscal year 2021 before Maturity of the letter of credit) of any , then the requirement to have in place a letter of credit posted hereunder, shall terminate and Tenant shall not have renewed or replaced (in accordance with the foregoing) each party will take all necessary steps to effectuate such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)termination.

Letter of Credit. The Security Deposit may be made in the form (a) In lieu of a letter Security Deposit, Tenant shall have the right to deliver to Landlord, as protection for the full and faithful performance by Tenant of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term all of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred its obligations under this Lease and the person requesting the draw is authorized on behalf for all losses and damages Landlord may suffer (or that Landlord reasonably estimates it may suffer) as a result of the then current beneficiary to make the draw any breach or default by Tenant under this Lease, an irrevocable and receive the proceeds.” If the Security Deposit is made unconditional negotiable standby Letter of Credit (“Letter of Credit”), in the form attached to this Lease as Exhibit I and containing the terms required in this provision, payable in the Cities of Santa Xxxxx or San Jose, California, running in favor of Landlord and issued by Silicon Valley Bank or another solvent, nationally recognized bank with a letter long term rating of creditBBB or higher, it under the supervision of the Superintendent of Banks of the State of California, or a national banking association, in the amount of Two Million Seven Thousand Two Hundred Sixty and 37/100ths Dollars ($2,007,260.37) (“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. Tenant shall pay all expenses, points, or fees incurred by Tenant in obtaining the Letter of Credit. The Letter of Credit shall (1) be an immediate default hereunder with no notice “callable” at sight, irrevocable, and unconditional; (2) be maintained in effect, whether through renewal or cure extension, for the period required, if less than thirty from the Lease Commencement Date and continuing until the date (30“Letter of Credit Expiration Date”) that is one hundred twenty (120) days shall remain until the expiry date (or until after the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunderTerm, and Tenant shall not deliver a new Letter of Credit or certificate of renewal or extension to Landlord at least sixty (60) days 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; (e) be honored by the bank issuing the same (“Bank”) regardless of whether Tenant disputes Landlord’s right to draw on the Letter of Credit; and (5) 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 sole discretion. Landlord, or its then managing agent, shall have renewed 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 replaced be applicable: (1) such amount is due to Landlord under the terms and conditions of this Lease; (2) Tenant has filed a voluntary petition under any chapter of the 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 foregoing) such letter of credit for the longer period of Bankruptcy Code; or (x5) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Bank has notified Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter Letter of credit Security Deposit is lost Credit will not be renewed or destroyed, Tenant shall upon request by extended through the then current beneficiary, cause a replacement letter Letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Credit Expiration Date.

Letter of Credit. The Security Deposit may be made in the form Tenant shall deliver to Landlord, concurrently with Tenant's execution of a this Lease, an irrevocable stand-by letter of credit if in the issuer thereof amount One Hundred Twenty Two Thousand Two Hundred Forty-Seven Dollars ($122,247.00). Said letter of credit shall be in form and with the substance of Exhibit F attached hereto, and issued by a financial institution which is approved acceptable to Landlord. Upon any "Event of Default" by Tenant (as hereinafter defined), Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord's sole written demand to the issuing financial institution, which draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in advance its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation full amount of the letter of credit (which may be by overnight delivery and can be made via drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord's sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant's default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a copy thereof in lieu result of the original default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit is drawn after a default by Tenant, Tenant shall within five (5) days after written demand by Landlord restore the letter of credit. Failure to so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. The letter of credit shall provide for automatic annual renewals through that date which is sixty (60) days after the Expiration Date of the Term of this Lease (including any extensions of the Term as provided in this Lease). In the event the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as cash security for Tenant's full and faithful performance of its obligations under the Lease. In the event of a partial drawdraw down of the letter of credit to cash security as provided in the foregoing, the following shall apply: (i) upon any default by Tenant, including specifically Tenant's failure to pay rent or to abide by its obligations under Sections 7.1 and an affidavit 15.3 below, Landlord may retain, use or apply the whole or any part of such cash security to pay any sum which Tenant is obligated to pay under this Lease, sums that Landlord may spend or be required to expend by reason of the default by Tenant or any loss or damage that Landlord may suffer by reason of such default or costs incurred by Landlord in connection with the repair or restoration of the Premises pursuant to Section 15.3 upon expiration or earlier termination of this Lease, (ii) Landlord shall not be required to keep the cash security separate from its general funds and Tenant shall not be entitled to interest on such cash security, and (iii) if Tenant fully performs its obligations under this Lease, the cash security shall be returned to Tenant (or, at Landlord's option, to the effect that “default has occurred last assignee of Tenant's interest under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than Lease) within thirty (30) days shall remain until the expiry date (or until after the expiration of the initial Term, provided that Tenant agrees that Landlord may retain the cash security to the extent and until such time as all amounts due from Tenant in accordance with this Lease have been determined and paid in full and Tenant agrees that Tenant shall have no claim against Landlord for Landlord's retaining the cash security to the extent provided in the foregoing. Upon any Event of Default by Tenant, including specifically Tenant's failure to pay rent or renewal term to abide by its obligations under Sections 7.1 and 15.3 below and Tenant's failure to cure the same within any applicable cure period, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord's sole written demand to the issuing financial institution, which draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the full amount of the letter of credit) credit can be drawn by Landlord pending determination of said amount. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a result of the default, as a setoff for full or partial compensation for the default. If any portion of the letter of credit posted hereunderis drawn after a default by Tenant, and Tenant shall not have renewed or replaced within ten (in accordance with the foregoing10) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, days after written demand by Landlord may immediately draw down on restore the letter of credit, and hold the proceeds thereof as . Failure to so restore said letter of credit within said ten (10) days shall be a cash security deposit or apply in accordance with the terms hereofdefault by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. In the event that no Event of Default has occurred at any time during the Term hereof, and provided further that Tenant has not at any time been more than five (5) days late with respect to any payments of Basic Rent and Operating Expenses due under the Lease, then upon the written request of Tenant, Landlord shall the written request of Tenant, shall authorize in writing consecutive reductions to the principal amount of the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by in accordance with the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit).following schedule:

Letter of Credit. The Security Deposit may be made in Tenant shall deliver to Landlord concurrently with its execution of this Lease, as security for the form performance of a Tenant’s covenants and obligations under this Lease, an original irrevocable standby letter of credit if (the issuer thereof “Letter of Credit”) in the amount set forth in Paragraph 2.d. above, naming Landlord as beneficiary, which Landlord may draw upon to cure any default under this Lease (or any breach under this Lease where there exist circumstances under which Landlord is approved enjoined or otherwise prevented by operation of law from giving to Tenant a written notice which would be necessary for such failure of performance to constitute a default under this Lease), or to compensate Landlord for any damage Landlord incurs as a result of Tenant’s failure to perform any of its obligations hereunder. 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 reasonably acceptable to Landlord, with an Oakland or San Francisco, California, service and claim point for the Letter of Credit, have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for alternative, have a term of no not less than one (1) year and be automatically renewable for an additional one (1) year period unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it renewal is expressly transferable and assignable given by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; issuer to Landlord not later than sixty (iv60) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition days prior to the draw expiration thereof) and shall provide that Landlord may make partial and multiple draws thereunder, up to the face amount thereof. If, at any period while the Letter of Credit is required to be in effect hereunder, the presentation financial condition of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu issuing bank materially deteriorates from the financial condition as of the original date of Landlord’s initial approval of the bank (as evidenced by a material drop in Standard & Poor’s financial services rating for such bank), then Landlord may, by written notice to Tenant, require that Tenant replace the Letter of Credit with a Letter of Credit issued by a major commercial bank then reasonably acceptable to Landlord. In addition, the Letter of Credit shall provide that, in the event of a partial draw) Landlord’s assignment or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord, without charge and an affidavit without recourse, to the effect 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 a statement by Landlord that “the requested sum is due and payable from Tenant to Landlord in accordance with the provisions of this Lease, shall be 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 sixty (60) days after the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date 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 amount specified in Paragraph 2.d. above. 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 entire balance of the Letter of Credit then in effect. 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, this Paragraph 6 shall be deemed a security agreement for such purposes and for purposes of Division 9 of the California Commercial Code, Landlord shall be deemed to hold a perfected, first priority security interest in such funds, and Tenant does hereby authorize Landlord to file such financing statements or other instruments as Landlord shall deem advisable to further evidence and/or perfect such security interest. Landlord 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 holder of a Superior Interest (as defined in Paragraph 21 below), nor any purchaser at any judicial or private foreclosure sale of the Real Property or any portion thereof, shall be responsible to Tenant for such 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, within sixty (60) days thereafter 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 Tenant has occurred under performed all of its covenants and obligations hereunder. To the extent applicable, 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 proceeds of the Letter of Credit to compensate Landlord for damages resulting from termination of this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credittenancy created hereunder (including, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of creditdamages recoverable under California Civil Code Section 1951.2).

Letter of Credit. The Security Deposit may be made in the form of a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition In addition to the draw is the presentation Security Deposit, Subtenant agrees, upon execution of the this Sublease, to deposit with Sublessor an irrevocable letter of credit (the "Letter of Credit", which may term shall include any renewals or replacements thereof) issued by a financial institution acceptable to Sublessor, in form and substance satisfactory to Sublessor. The Letter of Credit will be held by overnight delivery Sublessor throughout the Term as security for performance by Subtenant of Subtenant's obligations under this Sublease. The Letter of Credit shall be in the initial principal sum of FOUR HUNDRED FIFTY-THREE THOUSAND SEVEN HUNDRED AND FIFTY and can be made via a copy thereof No/100 Dollars ($453,750.00). Provided Subtenant is not in lieu material default of this Sublease, the principal sum of the original Letter of Credit shall be reduced by fifty percent (50%) on the first day of the thirty-first (31st) month of the Sublease Term. Upon the occurrence of a Default by Subtenant under this Sublease Sublessor shall thereupon be entitled to present a draft under the Letter of Credit for a draw of one hundred and twenty percent (120%) of any amount required by Sublessor to remedy Subtenant's default in the event manner provided therein by presentment of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of draft attached to the Letter of Credit, accompanied by a letter certificate signed by an officer of creditSublessor stating that a Default exists under this Sublease, it that Sublessor is entitled to receive such amount of the Letter of Credit, and that such officer is duly authorized to execute such certificate. Sublessor shall be an immediate default hereunder with no notice entitled, without prejudice to any other remedy, to apply the proceeds of that portion of the Letter of Credit so drawn to satisfy any arrearages of Rent of any other obligation of Sublessor hereunder. In the event that Sublessor fails to cause the Letter of Credit to be renewed or cure period required, if less than replaced by a date which is thirty (30) days shall remain until the expiry date (or until prior to the expiration thereof, Sublessor may, at its option, declare this Sublease to be in default and draw upon the Letter of Credit as set forth above or draw upon the initial or renewal term Letter of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, Credit and hold the proceeds thereof as a cash an additional security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit Subtenant to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)secure its obligations hereunder.

Letter of Credit. The Security Deposit may Concurrently with the initial delivery ---------------- of the Bonds pursuant to Section 2.01 of the Indenture, the Borrower shall cause the initial Letter of Credit to be made issued by the Bank pursuant to the Reimbursement Agreement, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Reimbursement Agreement; (2) shall be dated the date of a letter delivery of credit if the issuer thereof is approved by Landlord in advance Bonds; and (3) shall authorize the form thereof Trustee to draw on the Bank, subject to the terms and conditions thereof, up to (a) an amount equal to the principal amount of the Bonds (i) is approved in advance by to enable the Landlord; Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) provides to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase and not remarketed corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days interest on the Bonds at the Maximum Rate with respect to the Weekly Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase and not remarketed corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended, amended or replaced by an Alternate Letter of Credit or other credit enhancement complying with the provisions of Sections 2.05 and 5.09 of the Indenture. It is anticipated that it is automatically renewable all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for a term purchase for the payment of no less than one (1) year unless which remarketing proceeds are not available pursuant to Article IV of the issuer gives Landlord at least 45 days advance prior notice Indenture, will be funded from draws on the Letter of non-renewal; (iii) provides that it is expressly transferable Credit. The Borrower shall take whatever action may be necessary to maintain the Letter of Credit in full force and assignable effect during the period required by the then current beneficiary without Indenture, including the consent or joinder of Tenant and without payment of a any transfer fee; (iv) has as an attachment all fees required by the Bank upon any transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter Letter of credit Credit to any successor Trustee. (which may be by overnight delivery and can be made via a copy thereof in lieu End of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of creditArticle IV).

Letter of Credit. The Security Deposit may be made On or before the Rent Commencement Date, Tenant shall deliver to Landlord a clean, irrevocable letter of credit in the Letter of Credit Amount (as defined in Article 1) in the form attached hereto as Exhibit L or otherwise reasonably satisfactory in form and content to Landlord and issued by an FDIC insured bank reasonably satisfactory to Landlord in favor of a letter of credit if Landlord; provided Landlord hereby consents to Silicon Valley Bank as the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit requested hereunder. During the Term hereof, including any extensions thereof, and for ninety-one (which 91) days after the expiration of the Term, or for so long thereafter that Tenant remains in possession of the Premises following the expiration of the Term or has obligations hereunder to Landlord that remain unsatisfied following the expiration of the Term (as may be extended), the letter of credit shall be held to ensure the full and timely performance of Tenant’s obligations under this Lease; which letter of credit may be drawn upon by overnight delivery Landlord and can be made via a copy thereof in lieu applied from time to time against outstanding obligations of Tenant hereunder to cure any Event of Default or to collect any damages to which Landlord is entitled hereunder by reason of an Event of Default without further notice or demand; provided, however, if any notice, demand or other act or action by Landlord is prohibited, proscribed, stayed or barred by applicable law without obtaining court, trustee or other party’s approval (e.g., the original automatic stay in the event of a partial draw) and an affidavit bankruptcy of Tenant), no such notice, demand or act or action, or Event of Default, shall be required for Landlord to draw upon the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf letter of the then current beneficiary credit. Tenant shall have no right to make the require Landlord to so draw and receive apply the proceeds.” If the Security Deposit is made in the form of a letter of credit, it nor shall Tenant be an immediate default hereunder with entitled to credit the same against rents or other sums payable hereunder. During the Term hereof, including any extension thereof, Tenant shall cause said letter of credit to be renewed, in identical form to that delivered herewith, no notice or cure period required, if less later than thirty (30) days shall remain until prior to the expiry date (or until the of expiration of same. Without limiting any other remedies of Landlord, in the initial or renewal term event that Tenant fails to renew any letter of credit given hereunder at least thirty (30) days prior to the date of expiration thereof, then Landlord shall have the right to draw down the entire amount of said letter of credit and hold such sums as a cash deposit. If and to the extent that Landlord makes such use of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or any part thereof, the sum so applied by Landlord (y) an additional one (1)-year period. In such event, Landlord may immediately draw down from cash or from a drawing on the letter of credit) shall be restored to the letter of credit (or by a new letter of credit equal to the difference) by Tenant forthwith upon notice from Landlord, and hold failure to so restore (within ten (10) business days) shall be a default hereunder giving rise to all of Landlord’s rights and remedies applicable to a default in the proceeds thereof as a cash security deposit or apply in accordance with the terms hereofpayment of rent. In the event that of a change of circumstance relating to the bank issuing the letter of credit Security Deposit is lost or destroyedsuch that Landlord reasonably believes the financial conditions of the issuing bank has been degraded to the point where it would no longer be reasonably satisfactory to Landlord, Landlord reserves the right to require Tenant shall upon request by to replace the then current beneficiary, cause a replacement letter of credit from time to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the time with a substitute similar letter of credit)credit issued by another bank reasonably satisfactory to Landlord.

Letter of Credit. The Security Deposit may On or before the earlier of (i) ninety (90) days after mutual execution of this Lease or (ii) the date on which Xxxxxx wishes to obtain disbursement of any portion of the T.I. Allowance, Tenant shall cause to be made delivered to Landlord an irrevocable, unconditional, transferable standby Letter of Credit in the initial sum of $325,000.00 naming Landlord as beneficiary, issued by a lender acceptable to Landlord and otherwise substantially in the form of a letter of credit attached Exhibit E, provided that if the issuer thereof is approved by Landlord issuing bank does not have a New York branch on which the letter may be drawn, then Tenant shall further obtain from the Bank of New York a Confirmation Advice in advance and the form thereof attached as Exhibit E-1 (i) is approved in advance collectively the “Letter of Credit”). Tenant shall be required to maintain the Letter of Credit through the Lease Term. The Letter of Credit shall be governed by the Landlord; (ii) provides that it is automatically renewable rules of the International Standby Practices of 1998 or such later revision as may be published by the Institute of International Banking Law and Practice. If Tenant breaches any covenant or condition of this Lease, including but not limited to the payment of rent or additional rent, and fails to cure such breach within any cure period provided in this Lease, Landlord may draw on the Letter of Credit and apply any sums so drawn to reimburse itself for a term any damages or other amounts due from Tenant relating to such breach, regardless of no less than one (1) year unless whether Landlord has previously taken any other action against Tenant. Further, if Tenant fails to renew the issuer gives Landlord Letter of Credit at least 45 ninety (90) days advance prior notice to its expiration during the Term of non-renewal; (iii) provides that this Lease, then such failure shall be deemed to be an immediate default entitling Landlord to draw the entire Letter of Credit and hold it is expressly transferable and assignable by as a cash security deposit. Any payment to Landlord from the then current beneficiary without the consent or joinder Letter of Tenant and without Credit shall not be construed as a payment of a transfer fee; (iv) liquidated damages for any default. Provided that Tenant has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation not at any time been in default of the letter any of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred its monetary obligations under this Lease and has not been in material default of any other obligations under this Lease, then as of June 1, 2003, Tenant may reduce the person requesting Letter of Credit to $216,667 and subject to the draw is authorized same precondition may reduce the Letter of Credit to $108,334 on behalf June 1, 2005. This right to reduce the Letter of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it Credit shall be an immediate default hereunder with no notice or cure period requiredsubject to (and conditioned on) Landlord's confirming in writing that Tenant has satisfied such conditions. Landlord shall promptly respond to Xxxxxx's request for such confirmation and, if less than thirty (30) days Landlord deems the conditions not met, shall remain until specify the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit reasons for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)its conclusion 31.

Letter of Credit. Tenant shall satisfy Tenant’s obligations under Section 5.1 by posting with Landlord a Letter of Credit meeting the requirements of this Section 5.2 (the “Letter of Credit”). The Security Deposit may Letter of Credit shall be made in the form of (i) irrevocable; (ii) issued by Silicon Valley Bank or a letter of credit if the issuer thereof is financial institution approved by Landlord in advance Landlord’s sole and the form thereof (i) is approved in advance by the Landlordreasonable discretion; (iiiii) provides that it is automatically renewable in a form permitting partial and multiple drawings; (v) for a term multiple terms of no less than one (1) year unless the issuer gives Landlord each in duration, renewed at least 45 sixty (60) days advance prior notice to the expiration thereof, the entire term extending until the date which is ninety (90) days after the expiration of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without Term, as such Term may be extended pursuant to the consent or joinder provisions of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentationthe Lease; and (vvi) provides that be in the sole condition form attached hereto as Exhibit I or otherwise in form and substance reasonably acceptable to the draw is Landlord, in its reasonable discretion. If a partial drawing occurs under the presentation Letter of Credit, Tenant shall, upon demand but not more than five (5) business days after Landlord notifies Tenant of such partial drawing, cause the financial institution to reissue the Letter of Credit in the amount then currently required under the terms of the letter Lease. In addition, within five (5) business days after the bank that issued the Letter of credit Credit then held by Landlord enters into any form of regulatory or governmental receivership or other similar regulatory or governmental proceeding, including any receivership instituted or commenced by the Federal Deposit Insurance Corporation (which may be “FDIC”), or is otherwise declared insolvent or downgraded by overnight delivery the FDIC, Tenant shall deliver to Landlord a replacement Letter of Credit in the same form and can be made via a copy thereof in lieu the amount then currently required under the terms of the original Lease and from a financial institution approved by Landlord in its sole and reasonable discretion. Notwithstanding the foregoing, Landlord shall be entitled to draw down the entire amount of the Letter of Credit, without any notice, at any time on or after the earlier of (i) the occurrence of an Event of Default by Tenant under the Lease; or (ii) the thirtieth (30th) day preceding the expiration date of the Letter of Credit in the event Tenant is required to and fails to replace the Letter of Credit. If Landlord draws on the Letter of Credit (or Tenant replaces the Letter of Credit with a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of creditcash with Landlord’s approval), it then such cash shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting held by Landlord as a draw on the Security Deposit letter of credit, plus two months, until disbursement or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply application in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Lease.

Letter of Credit. The Security Deposit may be made (a) Upon execution of this Lease, Tenant shall deliver to Landlord, at Tenant’s sole cost and expense, the Letter of Credit described below in the form amount of Four Hundred Twenty Thousand Dollars ($420,000.00) (the “LC Face Amount”) as security for Tenant’s performance of all of Tenant’s covenants and obligations under this Lease; provided, however, that neither the Letter of Credit nor any Letter of Credit Proceeds (as defined below) shall be deemed an advance rent deposit or an advance payment of any other kind, or a letter measure of credit if Landlord’s damages upon Tenant’s breach of or default under this Lease. The Letter of Credit shall be maintained in effect from the issuer thereof date hereof through the date that is approved sixty (60) days after the Expiration Date (the “LC Termination Date”). On the LC Termination Date, Landlord shall return to Tenant the Letter of Credit and any Letter of Credit Proceeds then held by Landlord (other than those Letter of Credit Proceeds Landlord is entitled to retain under the terms of this Paragraph 7(a)); provided, however, that in advance no event shall any such return be construed as an admission by Landlord that Tenant has performed all of its obligations hereunder. Landlord shall not be required to segregate the Letter of Credit Proceeds from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. Landlord may (but shall not be required to) draw upon the form Letter of Credit and use the proceeds thereof (the “Letter of Credit Proceeds”) or any portion thereof, to the extent reasonably required (i) is approved to remedy Tenant’s Default for non-payment of Rent and to cure any other Default under this Lease, and in advance by the Landlord; either case to compensate Landlord for any loss or damage Landlord incurs as a result of such Default, (ii) provides that it is automatically renewable for a term of no less than one (1) year unless to repair damage to the issuer gives Landlord at least 45 days advance prior notice of non-renewal; Premises caused by Tenant, (iii) provides that it is expressly transferable to clean the Premises upon termination of this Lease, and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all to reimburse Landlord for the payment of any amount which Landlord may for any purpose spend or be required transfer and assignment documentation; and (v) provides to spend by reason of Tenant’s Default, it being understood that the sole condition to the draw is the presentation any use of the letter Letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant Credit Proceeds shall not constitute a bar or defense to any of Landlord’s remedies set forth in Paragraph 25 below. Landlord shall have renewed or replaced (the additional right to draw on the Letter of Credit in accordance with the foregoingParagraph 7(c) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year periodbelow. In any such eventevent and upon written notice from Landlord to Tenant specifying the amount of the Letter of Credit Proceeds so utilized by Landlord and the particular purpose for which such amount was applied, Tenant shall immediately deliver to Landlord may immediately draw down on an amendment to the letter Letter of credit, and hold Credit or a replacement Letter of Credit in an amount equal to the proceeds thereof as a cash security deposit or apply full LC Face Amount (subject to any prior reductions in accordance with the terms hereofLC Face Amount pursuant to Paragraph 7(d) below). Tenant’s failure to deliver such replacement Letter of Credit to Landlord within ten (10) days of Landlord’s notice shall constitute an immediate Default hereunder. In the event that Landlord transfers its interest in this Lease, Landlord shall transfer the letter Letter of credit Security Deposit is lost Credit and any Letter of Credit Proceeds then held by Landlord to Landlord’s successor in interest, and thereafter Landlord shall have no further liability to Tenant with respect to such Letter of Credit or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter Letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Credit Proceeds.

Letter of Credit. The Security Deposit may be made in (a) On the form date of a execution of this Lease by Xxxxxx, Tenant shall deposit with Landlord an unconditional and irrevocable letter of credit if (the issuer thereof is approved “Letter of Credit Security Deposit”) in the amount of Three Hundred Sixty-Six Thousand Nine Hundred Five and 84/1000 Dollars ($366,905.84) in form and issued by a bank with a Houston, Texas office (i.e. wherein said letter of credit may be drawn) reasonably satisfactory to Landlord, such deposit or letter of credit to be held for the performance by Tenant of Tenant’s covenants and obligations under the Lease, it being expressly understood that the Letter of Credit Security Deposit shall not be considered an advance payment of Rent or a measure of Landlord’s damages in case of an Event of Default by Tenant. Tenant acknowledges that the Letter of Credit Security Deposit shall be held by Landlord and that Xxxxxxxx’s broker or property manager shall be authorized to deliver the Letter of Credit Security Deposit to Landlord. Upon the occurrence of any Event of Default by Tenant under this Lease, Landlord may, from time to time, without prejudice to any other remedy, draw on any Letter of Credit Security Deposit, in advance whole or in part, in either case to the extent necessary to make good any arrears of Rent or other payments hereunder and/or any damage, injury, expense or liability caused to Landlord by such Event of Default (provided that Landlord may draw upon any Letter of Credit Security Deposit in whole in the event Tenant defaults in its obligation to timely deliver a replacement letter of credit as required hereunder). If any portion of the proceeds from a draw on any Letter of Credit Security Deposit is so used or applied, Tenant shall within thirty (30) days, cause the issuing bank to restore any Letter of Credit Security Deposit to the amount existing prior to such application. Any remaining balance of the Letter of Credit Security Deposit shall be returned by Landlord to Tenant within thirty (30) days after the termination of this Lease; provided, however, Landlord shall have the right to retain and the form thereof expend such remaining balance (i) is approved to reimburse Landlord for any and all Rent or other sums due hereunder that have not been paid in advance full by the Landlord; Tenant and/or (ii) provides for cleaning and repairing the Premises if Tenant shall fail to deliver same at the termination of this Lease in a neat and clean condition and in as good a condition as existed at the date of possession of same by Xxxxxx, ordinary wear and tear and damage due to casualty not caused by Xxxxxx and condemnation only excepted. Landlord shall not be required to keep the proceeds from any Letter of Credit Security Deposit separate from its general funds and Tenant shall not be entitled to any interest on the proceeds from the Letter of Credit Security Deposit. Tenant acknowledges that it is automatically renewable Xxxxxxxx has the right to transfer or mortgage its interest in the Project and in this Lease, and Xxxxxx agrees that in the event of such transfer or mortgage, Landlord shall have the right to transfer or assign the Letter of Credit Security Deposit to the transferee or mortgagee. Upon such transfer or assignment of the Letter of Credit Security Deposit and the transferee’s or mortgagee’s assumption of and acceptance in writing to the return of such Letter of Credit Security Deposit pursuant to this Lease, Landlord shall be deemed released by Tenant from all liability or obligation for a term the return of the Letter of Credit Security Deposit and Tenant shall look solely to such transferee or mortgagee for the return of the Letter of Credit Security Deposit or any remaining proceeds from the Letter of Credit Security Deposit, as applicable. (b) Any letter of credit delivered by Tenant hereunder as the Letter of Credit Security Deposit shall expire no less earlier than one twelve (112) months after issuance and shall provide for automatic renewals of one-year periods unless the issuer gives has provided Landlord at least 45 days advance prior written notice of non-renewal; renewal at least sixty (iii60) provides that it is expressly transferable and assignable by days prior to the then current beneficiary without the consent or joinder of expiration date (whereupon Tenant and without payment of shall be obligated to provide a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the replacement letter of credit (which may be by overnight delivery and can be made via or a copy thereof in lieu “Letter of Credit Extension”, as described below, meeting the original in the event requirements of a partial drawthis Section 19(gg) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less later than thirty (30) days shall remain until the expiry date (or until prior to the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, then outstanding and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit expiring letter of credit, plus two months, or (y) an additional one (1)-year periodas provided below). In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a Any subsequent replacement letter of credit to be issued shall expire no earlier than twelve (provided proper affidavit by 12) months from the beneficiary is made regarding the loss or destruction expiration date of the letter of credit).then outstanding and

Letter of Credit. The Security Deposit may be made in the form (a) Effective as of January 1, 2005, Assignee shall provide to Assignor/Lesco a letter of credit, in a form reasonably acceptable to Assignor/Lesco and from Assignee's senior lender (or any other financial institution reasonably acceptable to Assignor), securing Four Million Four Hundred Thousand Dollars ($4,400,000), which letter of credit if shall be maintained by Assignee at Assignee's sole cost and expense until the issuer thereof is approved by Landlord in advance and the form thereof earlier of: (i) is approved in advance by the LandlordJanuary 14, 2016; or (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable date on which Lesco and assignable by Assignor are completely released from their guarantee as described in Section 13, above. Notwithstanding the then current beneficiary without foregoing, the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation face amount of the letter of credit shall be reduced when and if (which may and only to the extent that) the impact of a complete default of Assignee under the Lease and this Assignment would be by overnight delivery and can be made via a copy thereof less than $4,400,000. Commencing on January 1, 2007, Assignor/Lesco shall pay Assignee annually in lieu advance an amount equal to 2.273% of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf face amount of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term credit to defray Assignee's cost of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with . Notwithstanding the foregoing) such , however, on January 1, 2007, Assignor/Lesco shall, in addition to paying its contribution toward the cost of the letter of credit for 2007, prepay its contribution for 2008. Lesco/Assignor's next contribution payment shall be due on January 1, 2008 (for 2009), and such annual payments shall continue accordingly to ensure that the longer period letter of (xcredit remains in place for as long as required by this Section 20. If at any time Assignor/Lesco does not promptly pay its required contribution(s) toward the resolution cost of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year periodAssignee shall post the required letter of credit at its own expense. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that Lesco/Assignor's obligation to make contributions for the letter of credit Security Deposit is lost or destroyedthrough January 14, Tenant 2016 shall upon request by be accelerated and become immediately due and payable, and Assignee shall be entitled to recover this entire sum from Assignor and Lesco, jointly and severally, plus interest on any overdue contributions at the then current beneficiary, cause a replacement letter rate of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction 10% per annum and an additional amount of the letter of credit)$50,000 in liquidated damages.

Letter of Credit. The Security Deposit may be made As security for Lessee's obligations under Paragraph 3 of this Lease, Lessee shall, upon execution and delivery of this Lease, deliver to Lessor a clean irrevocable Letter of Credit (the "Letter") in the form amount of $500,000.00, which Letter shall be issued by a major commercial bank (the "Bank") reasonably acceptable to Lessor, which Letter shall be transferable and shall specify that multiple draws are permitted, and upon which Lessor may draw by presentation of a letter sight draft accompanied by a certificate executed by Lessor stating: "We certify that Portfolio Recovery Associates, LLC is in default pursuant to the terms of credit if the issuer thereof is approved by Landlord Paragraph 3 of its Lease with Riverside Investors, L.C., or its successor in advance interest and the form amount drawn hereunder represents the amount required to cure such default." The Letter shall either (x) expire upon the achievement by Lessee of gross revenues (cash collections) in the prior 12 months of $15,000,000 or more, and pre-tax operating cash flow of $7,500,000 or more (pre-tax operating cash flow will be defined as cash collections as designated in the footnotes to Lessee's audited financial statements, less all operating expenses, adding back depreciation and amortization, exclusive of taxes and interest expense, as all of these items appear in Lessees audited financial statements), or (y) be renewed periodically so that the original Letter or a replacement thereof (i) is approved shall be in advance by full force and effect throughout the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition this Lease. Lessee shall deliver to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if Lessor any replacement Letters not less than thirty (30) days shall remain until the expiry date (or until prior to the expiration of the initial or renewal term then current Letter. If Lessee shall fail so to deliver any replacement Letter, then Lessor shall be entitled to draw upon the existing Letter. If Lessor shall draw upon any such Letter as a result of the letter failure of credit) Lessee to perform any of its obligations under Paragraph 3 of this Lease or its obligations under this Section, Lessee shall immediately deliver to Lessor an additional Letter in the amount so drawn by Lessor, and otherwise on terms identical to the Letter. If the Bank shall become or be declared insolvent or be liquidated or reorganized or shall be subject to any provision of any letter bankruptcy law or code as then in effect or if the Letter shall cease to be in full force or effect (all collectively, a "Failure") then the date on which any of credit posted hereunderthe foregoing shall occur shall be deemed to be the expiration of the Letter, and Tenant whereupon Lessee shall immediately deliver a replacement Letter from another Bank. For purposes of Section 22, if Lessee shall fail to deliver a replacement Letter as aforesaid within ten (10) days after notice from Lessor of the occurrence of a Failure, such event shall be deemed a default by Lessee in the payment of rent. Notwithstanding the foregoing, the Letter shall not have renewed or replaced be less than (in accordance with i) $500,000 during the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction first year of the letter Term and (ii) upon achievement of credit)the foregoing release criteria, $250,000 during the second year of the Term.

Letter of Credit. The On or before April 30, 2021, Tenant and Landlord agree that the Security Deposit may must be made converted to a Letter of Credit and Tenant shall deposit with Landlord an unconditional, irrevocable and transferable Letter of Credit in the amount of One Hundred Thousand and No/100 Dollars ($100,000.00), which shall replace the cash Security Deposit, in a form as shown in the attached Letter of a letter of credit if the issuer thereof is approved Credit Rider (“XX Xxxxx”) attached hereto and incorporated herein by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for this reference, with a term of no less than at least one (1) year from the date of this Fourth Amendment and which shall provide for its automatic renewal from year to year thereafter unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable terminated by the then current beneficiary without the consent issuing bank or joinder of replaced by Tenant and without payment of a transfer fee; (iv) has as with another bank that is an attachment all required transfer and assignment documentation; and (v) provides that the sole condition Approved Bank or otherwise reasonably acceptable to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if Landlord not less than thirty (30) days shall remain until prior to its expiration date, subject to the expiry date (or until terms below, in a commercially reasonable form satisfactory to Landlord in its reasonable discretion and issued by and drawn on a bank satisfactory to Landlord in its reasonable discretion for the expiration account of Landlord, as security for the performance and observance by Tenant of the initial or renewal term terms, covenants, conditions and provisions of the letter Lease (the “Letter of credit) of any letter of credit posted hereunderCredit”); provided, that, notwithstanding anything to the contrary contained herein, Landlord acknowledges and Tenant shall not have renewed or replaced agrees that: (in accordance with the foregoing) such letter of credit for the longer period of (xa) the resolution form of Letter of Credit attached hereto as Exhibit 1; and (b) a bank that is an “Approved Bank” (as defined below) shall be deemed satisfactory to Landlord for purposes of this sentence. Tenant at any time, but not more than once in any twenty four (24) month period, at Tenant’s cost, including any costs incurred by Landlord, may substitute a new Letter of Credit meeting all the requirements of this Fourth Amendment for an existing Letter of Credit and Landlord agrees to cooperate with Tenant in accomplishing that substitution by releasing the Letter of Credit then pending litigationheld by Landlord upon receipt of the new Letter of Credit meeting all requirements of this Fourth Amendment. Upon Landlord’s receipt of the Letter of Credit, injunctive action or proceeding (including without limitationTenant and Landlord agree that, bankruptcy proceeding) having at Tenant’s election, Landlord shall either return the effect of prohibiting a draw on the cash Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit to Tenant or apply the cash Security Deposit in accordance with the terms hereofamount of $100,000.00 towards any current or future Base Rent then due or next coming due. In the event that Tenant fails to provide Landlord the letter Letter of credit Credit on or before April 30, 2021, Landlord’s may, at Landlord’s sole and absolute discretion keep the cash Security Deposit is lost or destroyed, as security for the faithful performance by Tenant of all of its obligations under the Lease as well as require Tenant to provide Landlord with the Letter of Credit as required herein. The cash Security Deposit and Letter of Credit shall upon request by be returned to Tenant at the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction expiry of the letter Lease Term upon the terms and conditions contained in Article 20 of credit)this Fourth Amendment.

Letter of Credit. The Security Deposit may be made in Within ten (10) Business Days following the form execution of a letter of credit if the issuer thereof is approved this Lease by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically Tenant, Tenant shall deliver to Landlord an unconditional, irrevocable and renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which “Letter of Credit”) in favor of Landlord in the form attached hereto as Exhibit “I”, issued by Silicon Valley Bank (or another bank reasonably satisfactory to Landlord with a branch located in Southern California), in the principal amount of Three Hundred Ninety-Three Thousand Six Hundred Eighty-Five and 47/100 Dollars ($393,685.47) (“Stated Amount”), as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. Notwithstanding anything to the contrary contained herein, provided that Tenant is not then in default under the Lease beyond applicable notice and cure periods, the Stated Amount shall be reduced by two-thirds in the amount of $262,457.39 at the end of the twelfth (24th) month of the Lease Term. Landlord agrees to execute any commercially reasonable documentation required by the issuer of the Letter of Credit to effectuate such reductions. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Letter of Credit. The Letter of Credit shall state that an authorized officer or other representative of Landlord may be make demand on Landlord’s behalf for the Stated Amount of the Letter of Credit, or any portion thereof (based upon a default hereunder beyond all applicable notice and cure periods), and that the issuing bank must immediately honor such demand, without qualification or satisfaction of any conditions, except the proper identification of the party making such demand. In addition, the Letter of Credit shall indicate that it is transferable in its entirety by overnight delivery Landlord as beneficiary and can be made via a copy thereof in lieu that upon receiving written notice of transfer, and upon presentation to the issuing bank of the original in Letter of Credit, the event issuer or confirming bank will reissue the Letter of a partial draw) and an affidavit Credit naming such transferee as the beneficiary (subject to Landlord paying any applicable transfer fees). If the term of the Letter of Credit held by Landlord will expire prior to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf last day of the then current beneficiary to make the draw Lease Term and receive the proceeds.” If the Security Deposit it is made in the form not extended, or a new Letter of a letter Credit for an extended period of credittime is not substituted, it shall be an immediate default hereunder with no notice or cure period required, if less than within thirty (30) days shall remain until the expiry date (or until prior to the expiration of the initial or renewal term Letter of Credit, then Landlord shall be entitled to make demand for the letter Stated Amount of credit) said Letter of any letter of credit posted hereunderCredit and, and Tenant shall not have renewed or replaced (thereafter, to hold such funds in accordance with this Section 3.3. Notwithstanding the foregoing) such letter , Landlord acknowledges and agrees that Tenant shall have the right, from time to time throughout the Lease Term, to post a substitute Letter of credit Credit for the longer period Letter of Credit required hereunder that shall meet the requirements of this Section 3.3. The Letter of Credit and any such proceeds thereof shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease. If Tenant commits a default with respect to any provision of this Lease (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such eventbeyond all applicable notice and cure periods), Landlord may immediately (but shall not be required to) draw down on upon all or any portion of the letter Stated Amount of creditthe Letter of Credit, and hold Landlord may then use, apply or retain all or any part of the proceeds thereof as a cash security deposit for the payment of any sum which is in default (beyond all applicable notice and cure periods), or apply for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s default or to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant’s default. If any portion of the Letter of Credit proceeds are so used or applied, Tenant shall, within ten (10) Business Days after demand therefor, post an additional Letter of Credit in accordance 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 Section 3.3. 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 and if Landlord deposits with the terms hereof. In purchaser thereof the event that the letter Letter of credit Security Deposit is lost Credit or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction any proceeds of the letter Letter of credit)Credit, thereupon Landlord shall be discharged from any further liability with respect to the Letter of Credit and said proceeds. Any remaining proceeds of the Letter of Credit held by Landlord after expiration of the Lease Term, after any deductions described in this Section 3.3, shall be returned to Tenant or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder, within thirty (30) days following the expiration of the Lease Term.

Letter of Credit. The Security Deposit Concurrently herewith and annually during the term of this Lease, Lessee shall deliver and deposit with Lessor an Irrevocable Letter of Credit (a "Letter of Credit") (in the amount set forth below) issued by Chemical Bank or such other bank as may be made designated by Lessee, subject to Lessor's approval, not to be unreasonably withheld, each of which Letters of Credit shall not expire before September 1 of the following calendar year, so that, during the term of this Lease, Lessor shall always be in possession and the beneficiary of a Letter of Credit, in full force and effect. The form of the Letter of Credit shall be in substantially the same form as attached hereto as Exhibit "B" and incorporated herein by this reference. The Letter of Credit delivered concurrently herewith shall be in the form amount of a letter Five Hundred Twenty-Five Thousand Dollars ($525,000). Each year hereafter, each replacement Letter of credit if Credit to be delivered as provided below shall be in an amount equal to the issuer thereof is approved by Landlord amount of the Letter of Credit currently in advance and effect (to expire on September 1 of the form thereof (icurrent year) is approved in advance multiplied by the Landlord; (iiCPI Fraction, as such CPI Fraction is set forth in the notice delivered by Lessor to Lessee pursuant to Paragraph 3.4(c) provides that it is automatically renewable for a term of no the First Amendment. Provided, however, notwithstanding the foregoing the increase in the amount of any replacement Letter of Credit shall not be less than one three percent (13%) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter Letter of credit Credit which it replaces nor more than five percent (which may be by overnight delivery and can be made via a copy thereof in lieu 5%) of the original in amount of the Letter of Credit which it replaces. In the event of a partial drawmaterial default under Section 13.1(b) by reason of Lessee's failure to pay rent or other charges due hereunder, Lessor may draw upon the currently issued Letter of Credit for the payment of such rent or any other charges which are payable under the terms of this Lease. If Lessor so uses and an affidavit draws upon such Letter of Credit, Lessor shall give written notice to Lessee of such draw and, Lessee shall have ten (10) business days after receipt of such notice to deliver and deposit with Lessor a replacement or amended Letter of Credit (in substantially the same form and substance as the Letter of Credit drawn upon), restoring the amount of the Letter of Credit to the effect that “default has occurred under this Lease full original amount of such Letter of Credit upon which Lessor shall be entitled to continue to draw as set forth above and as further set forth herein. On or before the person requesting the draw is authorized on behalf later of ten (10) business days after delivery of the then current beneficiary notice pursuant to make Paragraph 3.4(c) of the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice First Amendment or cure period required, if less than thirty forty-five (3045) days shall remain until before the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit).expiration

Letter of Credit. Tenant shall deliver to Landlord, upon Tenant’s execution of this Lease, a Letter of Credit (as hereinafter defined) in the amount specified in the Basic Lease Information, as additional security for the faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease. The Security Deposit may Letter of Credit shall be made in the form of a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of clean, irrevocable, non-renewal; (iii) provides that it is expressly transferable documentary and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the unconditional letter of credit (the “Letter of Credit”) which may be is attached hereto as Exhibit L, issued by overnight delivery and can be made via a copy thereof in lieu drawable upon Xxxxx Fargo Bank, N.A. (the “Issuing Bank”). If upon any transfer of the original in the event Letter of a partial draw) and an affidavit to the effect that “default has occurred under this Lease Credit, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the person requesting the draw is authorized on behalf Letter of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form Credit shall so specify. The Letter of a letter of credit, Credit shall provide that it shall be an immediate default hereunder with deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term (and in no notice or cure period requiredevent shall the Letter of Credit expire prior to the forty-fifth (45th) day following the Expiration Date) unless the Issuing Bank sends duplicate notices (the “Non-Renewal Notices”) to Landlord by certified mail, if 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 thirty forty-five (3045) days shall remain until next preceding the expiry then expiration date (or until the expiration of the initial or renewal term Letter of Credit stating that the letter Issuing Bank has elected not to renew the Letter of credit) of any letter of credit posted hereunderCredit. The Issuing Bank shall agree with all drawers, endorsers and Tenant shall not have renewed or replaced (bona fide holders that drafts drawn under and in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance compliance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter Letter of credit)Credit will be duly honored upon presentation to the Issuing Bank at an office location in Los Angeles, California. The Letter of Credit shall be subject in all respects to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590.

Letter of Credit. The Security Deposit may be made Tenant agrees to provide, at Tenant’s sole cost and expense, a Letter of Credit (as defined below) in the form Letter of Credit Required Amount (as defined below) as additional security for the faithful performance and observance by Tenant of all of the provisions of this Lease, on the terms and conditions set forth below. The use, application or retention of the Letter of Credit, or any portion thereof, by Landlord shall not 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 Letter of Credit and the Letter of Credit shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. As used herein the term Letter of Credit Required Amount initially means $606,000.00. Subject to the remaining terms of this Article 62, and provided the Reduction Conditions (as defined below) have been satisfied at the particular reduction effective date, Tenant shall have the right to reduce the Required Amount so that the new Required Amount shall be $484,800.00 effective as of the first day of the nineteenth (19th) month of the Term, $363,600.00 effective as of the first day of the thirty-first (31st) month of the Term, $242,400.00 effective as of the first day of the forty-third (43rd) month of the Term, $151,500.00 effective as of the first day of the fifty-fifth (55th) month of the Term, and $121,200.00 effective as of the first day of the seventy-third (73rd) month of the Term. If Tenant is not entitled to reduce the Required Amount as of a letter particular reduction effective date due to the failure of credit if one or more of the issuer thereof is approved by Landlord Reduction Conditions, then as and when the Reduction Conditions are satisfied in advance and full, Tenant shall be entitled to reduce the form thereof (i) is approved in advance Required Amount by the Landlord; (ii) provides that it amount of the reduction Tenant would have been entitled to had all of the Reduction Conditions been satisfied on such reduction effective date. If Tenant is automatically renewable for entitled to a term of no less than one (1) year unless reduction in the issuer gives Required Amount, Tenant shall provide Landlord at least 45 days advance prior with written notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides requesting that the sole condition to Required Amount be reduced as provided above (the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via Reduction Notice). If Tenant provides Landlord with a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunderReduction Notice, and Tenant is entitled to reduce the Required Amount as provided herein, the reduction shall not be effectuated by Tenant replacing the Letter of Credit then being held by Landlord with a new Letter of Credit in the new Required Amount or amending the then-existing Letter of Credit to that new Required Amount. The term Reduction Conditions means no Event of Default shall have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, occurred and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)continuing under this Lease.

Letter of Credit. The Security Deposit may be made On or before March 19, 1997, Tenant shall deliver to Landlord an unconditional, irrevocable, transferable letter of credit, in the amount of One Million Seven Hundred and Fifty Thousand Dollars ($1,750,000), issued by a financial institution acceptable to Landlord in the form of a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a attached hereto as Exhibit "M", with an original term of no less than one year and automatic extensions through the end of the Term of this Lease and sixty (160) year unless days thereafter (the issuer gives "Letter of Credit"). Tenant shall keep the Letter of Credit, at its expense, in full force and effect until the sixtieth (60th) day after the Expiration Date or other termination of this Lease, to insure the faithful performance by Tenant of all of the covenants, terms and conditions of this Lease, including, without limitation, Tenant's obligations to repair, replace or maintain the Premises and Tenant's obligations under the Work Letter. The Letter of Credit shall provide thirty (30) days' prior written notice to Landlord of cancellation or material change thereof, and shall further provide that, in the event of any nonextension of the Letter of Credit at least 45 thirty (30) days advance prior notice of non-renewal; (iii) provides that it is expressly transferable to its expiration, the entire face amount shall automatically be paid to Landlord, and assignable by Landlord shall hold the then current beneficiary without funds so obtained as the consent or joinder of Tenant and without security deposit required under this Lease. If for any reason such automatic payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original does not occur in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than nonextension at least thirty (30) days prior to expiration, Landlord shall remain until the expiry date (or until the expiration be entitled to present its written demand for payment of the initial or renewal term entire face amount of the letter Letter of credit) Credit, and the funds so obtained shall be held as provided above. Any unused portion of the funds so obtained by Landlord shall be returned to Tenant upon replacement of the Letter of Credit or deposit of cash security in the full amount required hereunder. If Landlord uses any letter portion of credit posted the cash security deposit to cure any default by Tenant hereunder, and Tenant shall not have renewed replenish the security deposit to the original amount within ten (10) days of notice from Landlord. Tenant's failure to do so shall become be a material breach of this Lease. Landlord shall keep any cash security funds separate from its general funds, and shall invest such cash security at Tenant's reasonable direction, and any interest actually earned by Landlord on such cash security shall be paid to Tenant quarterly. If an event of default occurs under this Lease or replaced the Work Letter (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigationincluding, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance any default by Tenant with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit respect to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit).its

Letter of Credit. The Security Deposit may be made in the form of If Tenant elects to post a letter of credit if the issuer thereof is approved by Landlord ("LOC") in advance and the form thereof (i) is approved in advance by the order to not be required to obtain Landlord; (ii) provides that it is automatically renewable for 's consent to a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of Transfer, the letter of credit shall comply with the provisions of this Section 15.5. The LOC shall be a standby, irrevocable letter of credit in the amount equal to the rent due under the Lease for the then remaining term (base rent and estimated payments for increases in Operating Costs), issued by a bank or other financial institution reasonably acceptable to Landlord (the "Bank") as security for the performance by Tenant of the provisions of this Lease. Tenant shall maintain the LOC in effect at all times during the remaining term of this Lease and any extensions. The LOC shall (i) provide that if Landlord notifies the Bank that a default has occurred which was not cured within the applicable cure period and the amount owed by Tenant to Landlord as a result of such default (the "Delinquent Amount"), the Bank shall pay to Landlord the Delinquent Amount, (iii) be issued for a minimum of one year. Tenant shall cause the existing LOC to be extended or renewed for an additional year or a replacement LOC be issued to Landlord and delivered to Landlord at least 30 days prior to the expiration date of the then existing LOC. Simultaneously with delivery of the replacement letter, Landlord shall deliver the existing LOC to Tenant. The replacement LOC shall be in a reduced amount equal to the remaining total rent due under this Lease from the date of the replacement LOC forward. If a renewal or replacement LOC is not timely delivered to Landlord, Landlord shall be permitted to draw the full amount under the LOC (which may shall be by overnight delivery and can be made via a copy thereof in lieu of the original in the event returned to Tenant upon Landlord's receipt of a partial drawreplacement LOC). The sole condition to payment by the Bank under the LOC's shall be receipt by the Bank of a written certification from Landlord either (a) and an affidavit to the effect that “a default has occurred under this Lease which has not been cured within any applicable grace period, or (b) that the existing LOC will expire within 30 days and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunder, and Tenant shall has not have been renewed or replaced (in accordance with by a new LOC acceptable to Landlord. If Tenant posts an LOC and it is later established to Landlord's reasonable satisfaction that the foregoing) such letter combined net worth of credit for the longer period of (x) assignee and the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such eventGuarantor exceeds $2.5 million, Landlord may immediately draw down on will return the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit LOC to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Tenant.

Letter of Credit. The Security Deposit may be made in Concurrently with Tenant’s execution and delivery of this Lease to Landlord, Tenant shall deliver to Landlord, as protection for Landlord to assure the form full and faithful performance by Tenant of a letter all of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred its obligations under this Lease and for all losses and damages Landlord may suffer as a result of any default (beyond the person requesting expiration of all applicable notice and cure periods) by Tenant under this Lease, an irrevocable and unconditional negotiable letter or letters of credit (collectively, the draw is authorized on behalf “Letter of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made Credit”), in the form attached hereto as Exhibit “G” and containing the terms required herein, running in favor of a letter Landlord issued by Silicon Valley Bank, or such other bank that is reasonably acceptable to Landlord (“Bank”), and under the supervision of creditthe Superintendent of Banks of the State of California, it in the initial amount, in the aggregate, of One Million Dollars ($1,000,000.00) (“Stated Amount”); provided, however, that, such Stated Amount shall be increased by an immediate amount equal to the amount of the Optional Allowance utilized by Tenant pursuant to the Work Letter Agreement (the “Additional LC Amount”); provided, however, that, except as hereinafter provided, commencing on the first (1st) anniversary of the Commencement Date and on each annual anniversary of the Commencement Date thereafter (each, an “Adjustment Date”), the Stated Amount (but not including the Additional LC Amount (which shall not be subject to reduction)) shall, subject to the terms hereof, be reduced, in the aggregate, as follows: Adjustment Date Stated Amount Initial Amount $1,000,000.00 (subject to increase as described above) 1st Anniversary (13th month) $ 800,000.00 2nd Anniversary (25th month) $ 530,041.42 3rd Anniversary (37th month) $ 353,360.94 4th Anniversary (49th month) $ 176,680.47 5th Anniversary (61st month) $ 0.00 However, if (i) a default hereunder (beyond the expiration of all applicable notice and cure periods) by Tenant occurs under this Lease, or (ii) circumstances exist that would, with no notice or lapse of time, or both, constitute a default by Tenant, and Tenant has failed to cure such default within the cure period requiredTXXXXX XXXXX COURT, if less than thirty LA JOLLA [Orexigen Therapeutics, Inc.] permitted by Section 23 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. The Letter of Credit shall be (30i) “callable” at sight, irrevocable and unconditional, (ii) subject to the terms of this Section 5, maintained in effect, whether through renewal or extension, for the entire period from the date of execution of this Lease and continuing until the date (the “LC Expiration Date”) which is forty-five (45) days shall remain until the expiry date (or until after the expiration of the initial or renewal term of the letter of credit) of any letter of credit posted hereunderLease Term, and Tenant shall not have renewed deliver a new Letter of Credit or replaced certificate of renewal or extension to Landlord at least forty-five (in accordance with 45) days prior to the 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 Practices 1998, International Chamber of Commerce Publication No. 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 shall be acceptable to Landlord, in Landlord’s reasonable discretion, and shall provide, among other things, in effect that: (A) 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 Bank of Landlord’s (or Landlord’s then managing agent’s) written statements that (1) such letter amount is due to Landlord under the terms and conditions of credit for this Lease, (2) Tenant has filed a voluntary petition under the longer period of Federal Bankruptcy Code or (x3) an involuntary petition has been filed against Tenant under the Federal Bankruptcy Code, it being understood that if Landlord or its managing agent is a limited liability company, 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); and (B) the resolution Letter of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request Credit will be honored by the then current beneficiary, cause a replacement letter Bank without inquiry as to the accuracy thereof and regardless of credit to be issued (provided proper affidavit by whether the beneficiary is made regarding Tenant disputes the loss or destruction content of the letter of credit)such statement.

Letter of Credit. The In addition to depositing with Landlord a Security Deposit may be made in Deposit, within seven business (7) days of the form date of a the Lease, Tenant shall at its own cost and expense deliver to Landlord and maintain an irrevocable letter of credit if the issuer thereof is approved by in favor of Landlord in advance the amount of Two Hundred Thousand Dollars ($200,000.00) (the “L-C”). The L-C shall be in form and the form thereof (i) is approved content as set forth in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation Exhibit “F” of the letter of credit (which may be by overnight delivery Lease, and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than maintained until such date which is thirty (30) days shall remain until after the expiry date (or until the expiration Expiration Date of the initial Lease Term. The L-C shall be held by Landlord as security for the faithful performance by Tenant of all the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the Lease Term. The L-C shall not be mortgaged, assigned or renewal term encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. If Tenant has not failed to perform its obligation under this Lease, the amount of the letter L-C shall, on each anniversary of creditthe Commencement Date during the Lease Term, be reduced to the following amounts: Beginning of the Lease Year Amount of L-C Second $ 150,000.00 Third $ 100,000.00 Fourth $ 50,000.00 In the event Tenant has failed to perform its obligation under this Lease, including, but not limited to, the provisions relating to the payment of Rent, or if Tenant fails to renew the L-C at least thirty (30) days before its expiration, Landlord may in its sole and absolute discretion, but shall not be required to, draw upon that portion of the L-C necessary for the payment of any letter Rent or any other sum in default, or for the payment of credit posted hereunderany amount that Landlord may reasonably spend or may become obligated to spend by reason of Tenant’s failure to perform its obligation under the Lease, or to compensate Landlord for any other loss or damage that Landlord may suffer by reason of Tenant’s default; provided, however, that Landlord may draw upon all of the L-C in the event that Tenant fails to renew the L-C at least thirty (30) days before its expiration; provided further that Tenant may within ninety (90) days of the date upon which Landlord draws upon the L-C for Tenant’s failure to timely renew the L-C, provide Landlord with a new L-C, which L-C meets all of the criteria for the L-C as set forth in this Article 62, in the amount of the L-C then due under the Lease, and upon Landlord’s receipt of such new L-C, Landlord shall promptly return the L-C Security Deposit (as defined below) to the Tenant. Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit right to exchange the L-C at any time for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit substitute letter of credit, plus two monthsprovided that such substitute letter of credit meets all of the criteria for the L-C as set forth in this Article 62; provided further that the expiration date of the substitute letter of credit shall be no less than one year from the date of substitution and that such substitute letter of credit in no way violates Tenant’s obligation to renew the L-C at least thirty (30) days before the L-C’s expiration. Such letter of credit shall thereafter be referred to as the “L-C”, and Landlord shall promptly deliver to Tenant the original L-C. The use, application or retention of the L-C, or any portion thereof by Landlord shall not 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, and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. Any amount of the L-C which is drawn upon by Landlord, but is not used or applied by Landlord, shall be held by Landlord and deemed a security deposit (ythe “L-C Security Deposit”). If any portion of the L-C is drawn upon, Tenant shall, within five (5) days after written demand therefor, either, (i) deposit cash with Landlord (which cash shall be applied by Landlord to the L-C Security Deposit) in an additional one amount sufficient to cause the sum of the L-C Security Deposit and the amount of the remaining L-C to be equivalent to the amount of the L-C then required under this Lease or (1)-year periodii) reinstate the L-C to the amount then required under this Lease, and Tenant’s failure to do so shall be a default under this Lease. If any portion of the L-C Security Deposit is used or applied, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord (which cash shall be applied by Landlord to the L-C Security Deposit) in an amount sufficient to cause the sum of the remaining L-C Security Deposit and the amount of the remaining L-C to be equivalent to the amount of the L-C then required under this Lease, and Tenant’s failure to do so shall be a default under this Lease. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Building 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 L-C Security Deposit and/or the L-C to the transferee or mortgagee, and in the event of such transfer, Tenant shall look solely to such transferee or mortgagee for the return of the L-C Security Deposit and/or the L-C. The L-C Security Deposit and/or the L-C, or any balance thereof, shall be returned to Tenant within thirty (30) days following the end of the Lease Term. Tenant’s failure to maintain the L-C pursuant to the terms and conditions of Article 62 shall be considered to be an event of default under Section 19.1 of the Lease. Landlord may require that Landlord and Landlord’s mortgagee be named as co-beneficiaries of the L-C. From time to time as and if Landlord’s mortgagee changes, or as other circumstances reasonably warrant, at Landlord’s request, Tenant shall cause its bank to reissue the L-C and/or permit transfer or assignment of the L-C as requested by Landlord and/or Landlord’s mortgagee. Tenant shall bear the cost of all transfer or reissuance fees, if any. In addition, upon the request by Landlord, Tenant shall its own cost and expense use commercially reasonable efforts to cause its issuing bank to make such commercially reasonable changes in the form (but not the economic terms) of the L-C. The obligations of Landlord under the Lease shall be expressly conditional upon Tenant delivering the L-C, in a form and of a substance in full compliance with the requirements of Article 62, on or before the date seven (7) business days following the date of the Lease (the “LC Delivery Date”). Notwithstanding any provision of this Lease to the contrary, in the event the L-C is not so delivered to Landlord on or before the LC Delivery Date, and such failure is not cured within three (3) business days of delivery to Tenant of notice of such failure, (i) at any time thereafter (and before such delivery of the L-C to Landlord), Landlord may terminate this Lease, effective upon delivery of written notice of such termination to Tenant, (ii) without prejudice to any other right or remedy it may have hereunder, at law or in equity, Landlord may stop (and defer) the performance of any obligation relating to construction of the Landlord’s Work, with any delay in the Commencement Date constituting a Tenant delay, and (iii) Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, damages, losses, liabilities, obligations, actions, costs or expenses including, without limitation, attorneys’ fees (collectively, “Claims, Damages and Losses”) asserted against or incurred by Landlord as a result of such failure and the exercise of any right or remedy of Landlord in connection therewith, including, without limitation, in the case where Landlord shall terminate this Lease pursuant to clause (i) above, all Claims, Damages and Losses asserted against or incurred by Landlord in connection with the construction of the Landlord’s Work or otherwise incurred by Landlord in connection with the transaction contemplated by this Lease. In such eventcase, Landlord may immediately shall be entitled to, among other remedies, draw down on against the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyedto cover such Claims, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Damages and Losses.

Letter of Credit. The Security Deposit may be made Prior to commencement of the building shell construction, Lessee shall deliver to Lessor an irrevocable transferable letter of credit in the amount of Three Million Two Hundred Seventy-Six Thousand and 00/100ths Dollars ($3,276,000.00) issued by a financial institution acceptable to Lessor in the form of a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a reasonably acceptable to Lessor, with an original term of no less than one (1) year unless and automatic extensions through the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation end of the letter Term of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days thereafter (the "Letter of Credit"). Failure of Lessee to deliver the Letter of Credit shall remain be deemed a default under the terms of the Lease. Lessee shall keep the Letter of Credit, at its expense, in full force and effect until the expiry date thirtieth (30th) day after the Expiration Date or until other termination of this Lease, to insure the expiration faithful performance by Lessee of all of the initial or renewal term covenants, terms and conditions of the letter of credit) of any letter of credit posted hereunderthis Lease, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigationincluding, injunctive action or proceeding (including without limitation, bankruptcy proceedingLessee's obligations to repair, replace or maintain the Premises. The Letter of Credit shall provide thirty (30) having the effect days' prior written notice to Lessor of prohibiting a draw on the Security Deposit letter of creditcancellation, plus two months, material change or (yif automatic extensions are not provided) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of creditnonextension thereof, and hold shall further provide that in the proceeds thereof event of any nonextension of the Letter of Credit (except for at the end of the Lease term) at least thirty (30) days prior to its expiration, Lessor shall be entitled to present its written demand for payment of the entire face amount of the Letter of Credit, and the funds so obtained shall be held as the additional security deposit required under this Lease. Any unused portion of the funds so obtained by Lessor shall be returned to Lessee upon replacement of the Letter of Credit or deposit of cash security in the full amount required hereunder. If Lessor uses any portion of the cash security deposit to cure any default by Lessee hereunder, Lessee shall replenish the security deposit to the original amount within thirty (30) days of notice from Lessor. Lessee's failure to do so shall become a material breach of this Lease. Lessor shall keep any cash security funds separate from its general funds, and shall invest such cash security at Lessee's reasonable direction, and any interest actually earned by Lessor on such cash security shall be paid to Lessee quarterly. If an event of default occurs under this Lease beyond any applicable cure period, Lessor may present its written demand for payment of the entire face amount of the Letter of Credit and the funds so obtained shall become due and payable to Lessor and be held by Lessor as a cash security deposit as provided above, if any of the following events occur: (i) Lessee is the subject of an Insolvency Proceeding, (ii) Lessee does not replace the Letter of Credit in the full amount required within thirty (30) business days after Lessor makes a partial draw thereon to cure a default, (iii) an event of default occurs under this Lease beyond any applicable cure periods, (iv) Lessee does not provide a Replacement Letter of Credit, if required by, and within the time period specified in this Section 5. Lessor may retain such funds to the extent required to compensate Lessor for damages incurred, or apply to reimburse Lessor as provided herein, in accordance connection with any such event of default, and any remaining funds shall be held as a cash security deposit. Notwithstanding the terms hereof. In foregoing, in the event that Lessor draws on the letter entire face amount of credit Security Deposit is lost or destroyedthe Letter of Credit pursuant to the terms of this Section, Tenant said amount (plus any accrued interest) shall upon request by be returned to Lessee immediately after Lessor provides Lessee with written notice that it has drawn such amount pursuant to this Section, Lessee cures the then current beneficiary, cause default at issue and provides Lessor with a replacement letter Letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit)Credit.

Letter of Credit. The (a) Within ten (10) business days after the execution of this Lease, Tenant shall deposit with Landlord an irrevocable letter of credit (the "Letter of Credit") in the amount of Eight Hundred Thousand Dollars ($800,000.00) as part of the Security Deposit may under this Lease. The Letter of Credit provided for under this Section shall be made an unconditional "clean" Letter of Credit and require no documents, and shall be in the form of attached as Exhibit D and from a letter of credit if the issuer thereof is approved by Landlord in advance and the form thereof (i) is approved in advance by the banking institution satisfactory to Landlord; provided however, Landlord pre-approves Comerica Bank as the Issuer initially. It shall also be in compliance with all applicable laws and regulations, including, without limitation, applicable regulations of the Comptroller of the Currency. The Letter of Credit shall have an absolute expiration date of not earlier than forty-five (ii45) days after the Expiration Date of the initial Term of this Lease and prior thereto shall be extended automatically on each anniversary of issuance unless the Issuer provides that it is automatically renewable for a term of no Landlord with not less than one forty-five (145) year unless the issuer gives Landlord at least 45 days advance prior written notice of non-renewal; (iii) provides that it is expressly transferable and assignable by , in which case the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation of the letter of credit (which may be by overnight delivery and can be made via a copy thereof in lieu of the original in the event of a partial draw) and an affidavit to the effect that “default has occurred under this Lease and the person requesting the draw is authorized on behalf of the then current beneficiary to make the draw and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it same shall be an immediate default hereunder replaced by Tenant with no notice or cure period required, if less than another Letter of Credit which complies with the foregoing requirements at least thirty (30) days shall remain until prior to its expiration. It is agreed that in the expiry date event (i) Tenant defaults in the performance or until the expiration observance of any of the initial terms, provisions, covenants and conditions of this Lease, including the payment of Rent or renewal term any other sum due from Tenant with respect to the Lease, or (ii) the Letter of Credit is not extended or replaced by Tenant in a manner which complies with the foregoing provisions of this Section, Landlord shall have the right but shall not be required to, from time to time without prejudice to any other remedy Landlord may have on account thereof, to present the Letter of Credit for payment and to retain the proceeds as security in the event of an occurrence under clause (i) above, or in the event of an occurrence under clause (i) above, to use, apply or retain the whole or any part of the letter of credit) of proceeds to the extent Landlord could use, apply or retain any letter of credit posted other funds deposited with Landlord as a Security Deposit hereunder, and any amounts so used, applied or retained shall be replenished by Tenant as provided in Section 5.03 below. If Landlord presents the Letter of Credit for payment, no interest shall be payable to Tenant on the proceeds. Tenant shall not have renewed assign or replaced encumber or attempt to assign or encumber the Letter of Credit deposited (in accordance with or the foregoingproceeds thereof) such letter as part of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of creditDeposit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit).neither Landlord

Letter of Credit. The In addition to the Security Deposit may be made in the form and as security hereunder, Tenant shall deliver to Landlord, concurrently with Tenant’s execution of a this Lease, an irrevocable standby letter of credit if in the issuer thereof amount of Two Hundred Fifty Thousand Dollars ($250,000.00). Said letter of credit shall be in form and with the substance of EXHIBIT F attached hereto, and issued by a financial institution acceptable to Landlord. The letter of credit shall provide for automatic annual renewals through that date which is approved sixty (60) days after the Expiration Date of the Term of this Lease (including any extensions of the Term as provided in this Lease). In the event the letter of credit is not renewed by the issuing financial institution on or before twenty (20) days prior to the then-scheduled expiration date of the letter of credit, then Landlord shall have the right to draw the full amount of such letter of credit and to hold such amount as part of the Security Deposit pursuant to Section 4.3 of this Lease. Upon any “Event of Default” by Tenant (as hereinafter defined), or Tenant’s failure to pay rent or to abide by its obligations under Sections 7.1 and 15.3 of this Lease, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution, which draw shall be in an amount necessary to cure the default in question and to compensate Landlord for all damages incurred thereby, as determined by Landlord in advance its sole and absolute discretion, and if such amount cannot be readily determined by Landlord, then the form thereof (i) is approved in advance by the Landlord; (ii) provides that it is automatically renewable for a term of no less than one (1) year unless the issuer gives Landlord at least 45 days advance prior notice of non-renewal; (iii) provides that it is expressly transferable and assignable by the then current beneficiary without the consent or joinder of Tenant and without payment of a transfer fee; (iv) has as an attachment all required transfer and assignment documentation; and (v) provides that the sole condition to the draw is the presentation full amount of the letter of credit (which may be by overnight delivery and can be made via drawn by Landlord pending determination of said amount. Notwithstanding the foregoing, while the amount of any such draw shall be determined in Landlord’s sole and absolute discretion as provided in the foregoing, if the amount of any such draw(s) shall ultimately exceed the amount of damages actually incurred by Landlord as the result of Tenant’s default (as determined pursuant to the applicable provisions of Article XIV of this Lease), then Landlord shall promptly refund any such excess to Tenant. Any such draw shall be without waiver or any rights Landlord may have under this Lease or at law or in equity as a copy thereof in lieu result of the original in default, as a setoff for full or partial compensation for the event default. If any portion of the letter of credit is drawn after a partial drawdefault by Tenant, Tenant shall within five (5) and an affidavit days after written demand by Landlord restore the letter of credit. Failure to the effect that “so restore said letter of credit within said five (5) days shall be a default by Tenant under this Lease. Partial drawings upon said letter of credit shall be permitted. Provided that: (a) no Event of Default has occurred under any provision of this Lease during the Term, and (b) Tenant shall demonstrate to Landlord’s satisfaction that Tenant has raised at least Twenty-Five Million Dollars ($25,000,000.00) in equity through one or more public or private offerings of common and or preferred stock in Tenant, then, promptly following the person requesting the draw is authorized on behalf written request of the then current beneficiary to make the draw Tenant, Landlord shall authorize a full exoneration and receive the proceeds.” If the Security Deposit is made in the form of a letter of credit, it shall be an immediate default hereunder with no notice or cure period required, if less than thirty (30) days shall remain until the expiry date (or until the expiration of the initial or renewal term release of the letter of credit) of any letter of credit posted hereunder, and Tenant shall not have renewed or replaced (in accordance with the foregoing) such letter of credit for the longer period of (x) the resolution of any then pending litigation, injunctive action or proceeding (including without limitation, bankruptcy proceeding) having the effect of prohibiting a draw on the Security Deposit letter of credit, plus two months, or (y) an additional one (1)-year period. In such event, Landlord may immediately draw down on the letter of credit, and hold the proceeds thereof as a cash security deposit or apply in accordance with the terms hereof. In the event that the letter of credit Security Deposit is lost or destroyed, Tenant shall upon request by the then current beneficiary, cause a replacement letter of credit to be issued (provided proper affidavit by the beneficiary is made regarding the loss or destruction of the letter of credit).