Common use of Letter of Credit Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times At any time during the initial Term term of this Lease, one Tenant shall have the option to deposit with Landlord in substitution for or more in lieu of the cash security deposit, deposited with Landlord pursuant to Article 32 hereof simultaneously with the execution of this Lease by Tenant, an unconditional, irrevocable letter(s) irrevocable, negotiable, commercial letter of credit in a sum equal to one hundred twenty thousand eight hundred eighty-five dollars and twenty cents (each a "Deposit L/C"$120,885.20) in (any such letter of credit deposited hereunder hereinafter called the "Required Amount" (as hereinafter definedCredit"), as to be held and used under the security for the full and prompt payment, performance and observance by Tenant of all deposit provisions of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C Any such Credit shall be issued by a bank reasonably acceptable which is a member of the New York Cleaning House Association, naming Landlord (or its successor as Landlord) as beneficiary and authorizing the beneficiary to Landlord draw on the bank in said amount, or any portion thereof, available by the sight draft of the beneficiary (which may be executed on behalf of the beneficiary by its agent), without presentation of any other documents, statements or authorizations. The Credit shall have a term of at least twelve (12) months, and it shall by its terms be renewed, automatically, each year, by the bank, the last renewal of which shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made for a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease term set to be available on a date prior to expire not earlier than the date which is thirty occurring ninety (3090) days after following the expiration of the fourth (4th) Lease Yearterm of this Lease, or if unless the issuing bank shall give gives written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shallbeneficiary, at least thirty forty-five (3045) days prior to the expiration date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or of the then current expiry dateexisting Credit, as that the case may bebank elects that it not so be renewed. The Credit shall be transferable. All transfer fees shall be payable by Tenant. The bank shall further agree with drawers, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply endorsers, and all bona fide holders that drafts drawn under and in compliance with the provisions terms of the preceding sentence prior Credit will be duly honored upon presentation to the commencement of said thirty (30) day period bank at its main office located in New York, New York. The Credit shall be deemed subject to be a default under this Lease the Uniform Customs and Landlord may, at any time during said thirty Practice for Documentary Credits (301993 Revision) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawnInternational Chamber of Commerce Publication No. As used herein, the term "500.

Letter of Credit. Upon the execution of this Lease, Tenant has deposited, and shall maintain on deposit with Landlord at evidence from _______________ Bank (the "Approved Issuing Bank") an irrevocable letter of credit in the 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 Tenant of all times during its obligations hereunder. During the initial Term of this Lease, one or more unconditionalas may be extended, irrevocable letter(s) Tenant will keep the Letter of credit (each a "Deposit L/C") Credit in the "Required Amount" (as hereinafter defined), as security for the full force and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of in compliance with the provisions of this Lease. Each Deposit L/C 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) any default of Tenant occurs hereunder and continues beyond the applicable cure period (if any), or (ii) Landlord transfers its ownership of the Premises to a third party and the Approved Issuing Bank does not consent to the transfer of any beneficial interest in the Letter of Credit to such third party or issue a replacement Letter of Credit in identical form to such third party, or (iii) any such Letter of Credit will expire by its terms in less than thirty (30) days and Tenant has failed to provide a successor Letter of Credit issued by the Approved Issuing Bank or its successor, then Landlord may draw on the Letter of Credit and the proceeds shall be held and applied as security under this Article 24. Said proceeds may be commingled with other 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 proceeds of the Letter of Credit towards the cure of a bank reasonably acceptable 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 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 Approved Issuing Bank) to transfer the Letter of Credit to the transferee, and Landlord shall thereupon be released by Tenant from all liability for the return of such security; and Tenant shall look solely to the new landlord for the return of said security; the provisions hereof shall apply to every transfer or assignment made of the security to a new landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the proceeds of the Letter of Credit and that neither Landlord nor its successors or assigns shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereofbound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is Within thirty (30) days after the expiration or sooner termination of the fourth Term, as may be extended, the original Letter of Credit (4th) Lease Yearor the remaining proceeds thereof if previously drawn and not applied to cure a default by Tenant hereunder), or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified 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 such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply accordance with the provisions requirements of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Lease.

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

Letter of Credit. Tenant has deposited, Concurrently with Tenant’s execution and shall maintain on deposit with Landlord at all times during the initial Term delivery of this LeaseLease to Landlord, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined)Tenant shall deliver to Landlord, as security protection for Landlord to assure the full and prompt payment, faithful performance and observance by Tenant of all of the covenants and its obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment all losses and damages Landlord may suffer as a result of any default (beyond the expiration of all applicable notice and all damages for which Tenant, shall be final cure periods) by reason of any act or omission contrary to any of the provisions of Tenant under this Lease. Each Deposit L/C shall be , an irrevocable and unconditional negotiable letter or letters of credit (collectively, the “Letter of Credit”), in the form attached hereto as Exhibit “G” and containing the terms required herein, running in favor of Landlord issued by a Silicon Valley Bank, or such other bank that is reasonably acceptable to Landlord (“Bank”), and under the supervision of the Superintendent of Banks of the State of California, 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 substantially increased by an 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 form aggregate, as follows: 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 (beyond the expiration of all applicable notice and cure periods) 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 letter of credit attached hereto on Exhibit D cure period 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 made a part hereof. If any Deposit L/C provides that the amount drawable thereunder until such default shall cease to be available on a date prior 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 (i) “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 thirty forty-five (3045) days after the expiration of the fourth (4th) initial Lease YearTerm, and Tenant shall deliver a new Letter of Credit or if the issuing bank shall give written notice certificate of renewal or extension to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty forty-five (3045) days prior to the date specified expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (iii) subject to the International Standby 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 such Deposit L/C as being the date on which such drawable amount will cease to be availableLandlord’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 current expiry date, as the case may be, either furnish managing agent’s) written statements that (1) such amount is due to Landlord under the terms and conditions of this Lease, (2) Tenant has filed a renewal voluntary petition under the Federal Bankruptcy Code or extension (3) 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 Letter of Credit will be honored by the Bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "statement.

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term 21.1 Within five (5) days of Tenant’s execution of this Lease, one or more Tenant shall deliver to Landlord an unconditional, irrevocable letter(s) irrevocable, renewable and transferable letter of credit (each a "Deposit L/C"“Letter of Credit”) in favor of Landlord in the "Required form attached hereto as Exhibit H and made a part hereof, issued by a bank reasonably satisfactory to Landlord with a branch located in Southern California at which Landlord can present and draw upon the Letter of Credit, in the principal amount specified below (“Stated Amount" (as hereinafter defined”), as security for to be held by Landlord in accordance with the full terms, provisions and prompt paymentconditions of this Article 21. Tenant shall pay all expenses, performance and observance points and/or fees incurred by Tenant in obtaining the Letter of Credit satisfying all of the terms, covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C In no event shall be the issuing bank have a long term rating of less than “BBB” (as rated by Xxxxx’x Investor Service or Standard & Poor’s). If at any time the issuing bank does not satisfy such criteria, Tenant shall immediately deliver to Landlord a replacement Letter of Credit issued by a bank reasonably acceptable that satisfies such criteria. 21.2 The Stated Amount shall initially be equal to Landlord Two Hundred Five Thousand and 00/100 Dollars ($205,000.00); provided, however, that, except as hereinafter provided, upon the dates specified below (“Adjustment Dates”), the Stated Amount shall be substantially reduced to the following amounts: First (1st) day of the thirty-seventh (37th) full month of the initial Lease Term $ 153,750.00 First (1st) day of the forty-ninth (49th) full month of the initial Lease Term $ 102,500.00 However, if (i) Tenant is then in default under this Lease (or a circumstance exists that, with the giving of notice, the passage of time, or both, would constitute a default and Tenant has failed to cure such default or circumstance within the time period permitted by Section 19 or such lesser time as may remain before the relevant Adjustment Date as provided above), and/or (ii) Tenant has paid Rent late for three (3) or more months during any twelve (12) month period, then the Stated Amount shall not be so reduced. Landlord will execute any documents reasonably requested by the bank to authorize the above referenced reduction in the form Stated Amount. 21.3 The Letter of Credit shall state that an authorized officer or other representative of Landlord may make demand on Landlord’s behalf for the Stated Amount of the letter Letter of credit attached hereto on Exhibit D Credit, or any portion thereof, from time to time, and made a part hereofthat 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 (the foregoing requirement will be satisfied with language similar to the following in the Letter of Credit: “Beneficiary is entitled to draw upon the Letter of Credit in accordance with that certain Office Lease dated April 18, 2008, between Beneficiary and Applicant”). In addition, the Letter of Credit shall indicate that it is transferable in its entirety by Landlord as beneficiary and that upon receiving written notice of transfer, and upon presentation to the issuing bank of the original Letter of Credit, the issuer or confirming bank will reissue the Letter of Credit naming such transferee as the beneficiary. Landlord shall be responsible for the payment to the issuing bank of any transfer costs imposed by the issuing bank in connection with any such transfer. If any Deposit L/C provides that (A) the amount drawable thereunder shall cease to be available on a date term of the Letter of Credit held by Landlord will expire prior to the date which is thirty (30) days after following the expiration last day of the fourth (4th) Lease YearTerm and the Letter of Credit is not extended, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C a new Letter of Credit for an additional twelve (12) months beyond the then current expiry date, Tenant shallextended period of time is not substituted, at least thirty (30) days prior to the date specified expiration of the Letter of Credit, or (B) Tenant commits a default beyond any applicable notice and cure period, with respect to any provision of this Lease, or (C) Tenant files a voluntary petition under Title 11 of the United States Code (i.e., the bankruptcy Code), or otherwise becomes a debtor in any case or proceeding under the Bankruptcy Code, as now existing or hereinafter amended, or any similar law or statute, or (D) Tenant does not deliver a substitute Letter of Credit as required above in the event the issuing bank fails to satisfy the financial criteria set forth above, Landlord may (but shall not be required to) draw upon all or any portion of the Stated Amount of the Letter of Credit, and the proceeds received from such Deposit L/C draw shall constitute Landlord’s property (and not Tenant’s property or the property of the bankruptcy estate of Tenant) and Landlord may then use, apply or retain all or any part of the proceeds for (1) the payment of any sum which is in default, (2) for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s default, (3) to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant’s default or (4) as being the date on which such drawable amount will cease prepaid rent to be availableapplied against Tenant’s Base Rent obligations for the last month of the Term and the immediately preceding month(s) of the Term until the remaining proceeds are exhausted. If any portion of the Letter of Credit proceeds are so used or applied, or Tenant shall, within ten (10) days after demand therefor, post an additional Letter of Credit in an amount to cause the then current expiry date, as aggregate amount of the case may be, either furnish unused proceeds and such new Letter of Credit to equal the Stated Amount. Landlord a renewal or extension shall not be required to keep any proceeds from the Letter of such Deposit L/C or a new Deposit L/C. Failure to comply Credit separate from its general funds. Should Landlord sell its interest in the Premises during the Term and if Landlord deposits with the provisions purchaser thereof the Letter of Credit or any proceeds of the preceding sentence prior Letter of Credit, thereupon Landlord shall be discharged from any further liability with respect to the commencement Letter of Credit and said proceeds and Tenant shall look solely to such transferee for the return of the Letter of Credit or any proceeds therefrom. The Letter of Credit or any remaining proceeds of the Letter of Credit held by Landlord after expiration of the Term, after any deductions described above, shall be returned to Tenant or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder, within thirty (30) day period days following the expiration of the Term. 21.4 The use, application or retention of the Letter of Credit, the proceeds or any portion thereof, shall not prevent Landlord from exercising any other rights or remedies provided under this Lease, it being intended that Landlord shall not be required to proceed against the Letter of Credit, and such use, application or retention of the Letter of Credit shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. No trust relationship is created herein between Landlord and Tenant with respect to the Letter of Credit. 21.5 Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit, any renewal thereof or substitute therefor or the proceeds thereof be (i) deemed to be or treated as a default under this Lease and Landlord may“security deposit” within the meaning of California Civil Code Section 1950.7, at any time during said thirty (30ii) day periodsubject to the terms of such Section 1950.7, draw upon or (iii) intended to serve as a “security deposit” within the meaning of such Deposit L/C and retain Section 1950.7. The parties hereto (A) recite that the Letter of Credit is not intended to serve as a security deposit hereunder and such Section 1950.7 and any and all other laws, rules and regulations applicable to security deposits in the amount so drawn. As used hereincommercial context (“Security Deposit Laws”) shall have no applicability or relevancy thereto and (B) waive any and all rights, duties and obligations either party may now or, in the term "future, will have relating to or arising from the Security Deposit Laws. 21.6 The provisions of this Article 21 shall survive the expiration or earlier termination of this Lease.

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

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

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

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

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

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

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

Letter of Credit. Tenant has deposited(a) Except as hereafter provided in this Xxxxxxxxx 00, and Xxxxxx shall maintain on not be required to deposit with Landlord at all times during the initial Term any security deposit in connection with this Lease. Upon Tenant's execution of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at Tenant's cost and expense, deliver to Landlord (or if requested by Landlord, with any Mortgagee designated by Landlord) an unconditional, clean, irrevocable letter of credit in the amount of Five Million and No/100 Dollars ($5,000,000) (a "LETTER OF CREDIT") that (i) names Landlord (or if requested by Landlord, any Mortgagee designated by Landlord) as the beneficiary, (ii) is issued by a federally chartered bank or trust company having at least $50 billion in assets or by another financial institution acceptable to Landlord which accepts deposits, maintains accounts, has an office in one or more of the contiguous forty-eight United States of America which will negotiate a letter of credit, and whose deposits are insured by the FDIC, (iii) has an expiry date of not less than one year from the date of issuance, (iv) permits multiple or partial drawings and permits all drawings by sight drafts only, (v) is fully transferable by Landlord without the payment of any fees or charges by Landlord, (vi) contains an "evergreen provision" providing that the Letter of Credit shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the remaining Term (and in no event shall the Letter of Credit expire prior to the 45th day following the expiration of the Term) unless the issuing bank sends a notice (the "NON-RENEWAL NOTICE") to Landlord by certified mail, return receipt requested, not less than thirty (30) days prior to the then expiration date specified of the Letter of Credit stating that the issuing bank has elected not to renew the Letter of Credit and (vii) is issued in such Deposit Laccordance with the most recent version of Uniform Customs and Practice for Documentary Credits and is otherwise in form and content reasonably satisfactory to Landlord. The Letter of Credit shall be held by Landlord to ensure the performance of Tenant's covenants and obligations under this Lease. (b) If at any time during the Term of this Lease, either (i) the senior unsecured long term credit rating of Tenant is downgraded by both Standard & Poor's Company ("S&P") and Xxxxx'x Investors Service ("MOODY'S") to below BBB-/Baa3 (S&P/C as being the date on which such drawable amount will cease to be availableXxxxx'x), or the then current expiry date(ii) only one of S&P and Xxxxx'x publishes a senior unsecured long term credit rating for Tenant, such long term credit rating of Tenant is downgraded below BBB-/Baa3 (S&P/Moody's), as the case may be, or (iii) neither S&P nor Moody's publishes a senior unsecured long term credit rating for Tenant, then at any time thereafter upon the occurrence of any Event of Default by Tenant (and the expiration of any applicable notice and cure period), Landlord may, without prejudice to any other remedy provided herein or by applicable law and without further notice to Tenant, draw upon the Letter of Credit and apply the proceeds thereof to the extent necessary to cure any arrears of Rent or other payments due to Landlord as a result of such Event of Default as provided herein, and in such event Tenant shall immediately deliver to Landlord an endorsement of the issuer of the Letter of Credit reinstating and increasing the credit for the portion thereof so used by Landlord, or an additional Letter of Credit conforming to the requirements of this paragraph, in an amount equal to the reduced portion of the original Letter of Credit so used by Landlord. Tenant shall not encumber the Letter of Credit in any manner (and Landlord shall not be bound by any purported encumbrance), nor shall Tenant's obligation to reimburse the issuer of the Letter of Credit be secured by any collateral, right of offset or otherwise constitute a secured obligation of Tenant. Tenant shall notify Landlord within five (5) Business Days after any change in the long term credit rating of Tenant by either furnish S&P or Moody's. If either Moody's or S&P changes its system or manner of designating or classifying its senior unsecured long term credit ratings, the rating designation or classification that most closely describes or resembles the relevant ratings designation set forth in this Paragraph 44 shall be used for purposes hereof. (c) If the issuing bank of any Letter of Credit sends a Non-Renewal Notice and Tenant does not deliver to Landlord a renewal replacement Letter of Credit conforming in all respects to the requirements of this Paragraph 44 by the earlier of ten (10) days after the issuing bank sends such Non-Renewal Notice or extension the date two (2) Business Days prior to the expiry date of the Letter of Credit that is the subject of the Non-Renewal Notice ("ACCELERATED RENT EVENT"), then Landlord shall have the right to draw upon the Letter of Credit then held by Landlord; provided, however, any such amount paid to Landlord by the issuer of the Letter of Credit shall not exceed the sum of (A) three (3) months of Basic Rent for the immediately subsequent three (3) month period, plus (B) three (3) months of Taxes, premiums for Required Insurance, maintenance costs and other recurring items of Additional Rent, as reasonably estimated by Landlord for the immediately subsequent three (3) month period (collectively, the "ACCELERATED RENT"). If the amount paid to Landlord by the issuer of the Letter of Credit is less than the amount necessary to fully fund the Accelerated Rent to the required balance, then Tenant shall, within five (5) business days after the Accelerated Rent Event, deposit with Landlord a cash sum necessary to fully fund the Accelerated Rent to the required balance. Landlord shall have no obligation to invest the Accelerated Rent and Tenant will not receive any benefit with respect to any interest or other investment income associated therewith. During the period of time that an Accelerated Rent Event continues, Tenant shall receive a credit against monthly payments of Basic Rent equal to the quotient of the Accelerated Rent divided by the number of months remaining in the Term when the Accelerated Rent Event occurs. In the event that a replacement Letter of Credit which complies with the terms and conditions of this Paragraph 44 is provided to Landlord by Tenant, Tenant shall receive a credit against subsequent monthly payments of Basic Rent in the amount of the Basic Rent, on a dollar per dollar basis, until such time as the balance of the Accelerated Rent is fully expended; provided, however, if an Accelerated Rent Event subsequently occurs, Landlord shall have the right to draw upon the replacement Letter of Credit then held by Landlord in an amount necessary to restore the required balance of Accelerated Rent and, if the proceeds of the replacement Letter of Credit then held by Landlord are not enough to restore the required balance of the Accelerated Rent, then Tenant shall, within five (5) Business Days after the occurrence of such Deposit L/C an Accelerated Rent Event, pay to Landlord an amount necessary to restore the Accelerated Rent to the required balance. Upon the occurrence of any Event of Default by Tenant (and the expiration of any applicable notice and cure period), Landlord may, without prejudice to any other remedy provided herein or by applicable law and without further notice to Tenant, apply the Accelerated Rent to the extent necessary to cure any arrears of Rent or other payments due to Landlord as a result of such Event of Default as provided herein, and in such event Tenant shall deposit with Landlord a cash sum in the amount of the Accelerated Rent so expended by Landlord. Any balance of the Accelerated Rent remaining upon the expiration or termination of this Lease shall be promptly refunded to Tenant provided all of Tenant's obligations under this Lease have been fulfilled. (d) Upon any transfer or assignment of this Lease by Landlord (including to any Mortgagee as security), Landlord shall have the right to transfer or assign the Letter of Credit or the Accelerated Rent to the transferee or assignee of the Lease, and in the event of such transfer and assignment, Tenant shall look solely to such transferee or assignee for the return of the Letter of Credit or the Accelerate Rent provided that such transferee or assignee expressly assumes the obligations of Landlord under this Paragraph 44 arising from and after the date of the transfer or assignment. Tenant shall, within ten (10) days after 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 Letter of Credit or the Accelerated Rent to such transferee or mortgagee, including (without limitation) an endorsement to or a new Deposit L/C. Failure to comply replacement of any then existing Letter of Credit naming the transferee or assignee as the beneficiary thereof and otherwise in conformity with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Paragraph 44.

Letter of Credit. 4.1 Upon Tenant's executing this Lease, Tenant has depositedshall deliver to Landlord for the full and faithful performance by Tenant of its obligations under this Lease, an irrevocable and unconditional negotiable standby Letter of Credit in exactly the form and containing the terms as set forth in the form of letter of credit attached hereto as Exhibit I (the "Letter of Credit") issued by Wellx Xxxgo Bank ("Issuer"), a solvent bank under the supervision of the Superintendent of Banks of the State of California or a National Banking Association, payable in Foster City, California, and made in favor of Landlord, as the beneficiary thereof. The Letter of Credit shall maintain on deposit with Landlord be in a face amount equal to Nine Hundred Fifty Thousand and 00/100 U.S. Dollars ($950,000.00) and, subject to the provisions of this Section 4, the expiration date shall be September 1, 2008 (the "L/C Expiration Date"). The face amount of the Letter of Credit shall decline by $110,000.00 (less the amount of any draw or draws made in the preceding calendar year) each year commencing at all times during the initial end of the third (3rd) year of the Term of this Lease. Therefore, the face amount of the Letter of Credit shall decline to $180,000.00 at the end of the ninth (9th) year of the Term of this Lease and shall remain in this amount until the L/C Expiration Date, or any extension pursuant to Addendum 1 hereto. 4.2 Notwithstanding the foregoing, the face amount of the Letter of Credit shall be reduced as follows: if at any time following the second (2nd) year of the Term of this Lease, one or more unconditionalTenant's net worth exceeds Thirty-Five Million Dollars ($35,000,000.00) AND Tenant's net income exceeds Eight Million Dollars ($8,000,000.00) (both as reported in Tenant's audited annual financial statements as prepared by a certified public accountant), irrevocable letter(s) then the face amount of credit the Letter of Credit shall decline to Four Hundred Fifty Thousand Dollars (each $450,000.00). Furthermore, if Tenant's net worth AND net income meet the above-stated criteria for a "Deposit second consecutive year of the Term of this Lease, then the face amount of the Letter of Credit shall further decline to One Hundred Eighty Thousand Dollars ($180,000.00), which face amount shall remain for the duration of the Term of this Lease until the L/C"C Expiration Date. Notwithstanding the foregoing, if Tenant's financial condition does not meet the above-stated criteria for the second of the two (2) consecutive years but Tenant's financial condition meets the above-stated criteria in any two (2) subsequent and consecutive years of the "Required Amount" Term of this Lease, then at that time the face amount of the Letter of Credit shall decline to One Hundred Eighty Thousand Dollars (as hereinafter defined$180,000.00), as security which face amount shall remain for the full and prompt payment, performance and observance by Tenant of all duration of the covenants Term of this Lease until the L/C Expiration Date, or any extension pursuant to Addendum 1 hereto. 4.3 The Letter of Credit shall be (a) at sight and obligations irrevocable and (b) subject to be paid, performed and/or observed the Uniform Customs and Practices for Documentary Credits (1993-Rev) International Chamber of Commerce Publication #500. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the Letter of Credit upon the occurrence of any default on the part of Tenant under 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 Lease, including, but not limited to, the event whereby Tenant meets certain financial condition criterion as set forth in Section 4.2 hereinabove, it is anticipated by the parties that the Letter of Credit will need to be amended and for modified. Landlord and Tenant hereby covenant and agree to cooperate with one another to promptly effectuate any such amendments and modifications, including without limitation, executing and submitting to the payment of Issuer any and all damages for documents or instruments as may be reasonably required to effectuate same. The L/C Expiration Date is intended by the parties to be the date which Tenant, shall be final by reason of any act or omission contrary to any of is one hundred twenty-one (121) months after the provisions actual Commencement Date of this Lease. Each Deposit When the parties actually know the actual Commencement Date of this Lease, and if the actual Commencement Date is not August 1, 1998, the parties will execute and submit to the Issuer such further applications, documents and instruments as may be necessary to cause the L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease Expiration Date to be available on a date prior to the date which is thirty one hundred twenty-one (30121) days months after the expiration actual Commencement Date of this Lease. In addition to the foregoing, each and every time during the Term of this Lease there is a change in the identity or address of the fourth (4th) Lease Yearparties, or if including without limitation, any change in the issuing bank shall give written notice to identity of Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior due to the date specified in such Deposit L/C as being the date on which such drawable amount will cease sale, transfer or other conveyance by Landlord of its rights and interests in, to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default and under this Lease to any other party, person or entity, the Letter of Credit shall immediately be amended to reflect such changes and the parties hereby agree to execute and submit to the Issuer such further applications, documents and instruments as may be necessary to effectuate same. It is the intention of the parties that each and every successor and assign of both Landlord and Tenant be bound by and subject to the terms and provisions of this Section 4. Landlord may, at any time during said thirty (30) day periodand without notice to Tenant and without first obtaining Tenant's consent thereto, draw upon assign all or any portion of its interest in and to the Letter of Credit to another party, person or entity, regardless of whether or not such Deposit L/C and retain assignment is separate from or as a security deposit hereunder part of the amount so drawnassignment by Landlord of its rights and interests in and to this Lease. As used hereinTenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In no event or circumstance shall Tenant have the term "right to any use of the Letter of Credit and, specifically, Tenant may not use the Letter of Credit as a credit or to otherwise offset any payments required hereunder, including, but not limited to, Rent or any portion thereof. In the event Landlord shall not have drawn on the Letter of Credit as provided in this Section 4, Landlord covenants and agrees to return to Tenant the original Letter of Credit within thirty-one (31) days following the expiration or earlier termination of this Lease and Landlord's receipt of written notice from Tenant requesting the return of the original Letter of Credit.

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term (a) Upon execution of this Lease, one or more unconditionalTenant shall deliver to Landlord a clean, irrevocable letter(s) irrevocable, unconditional letter of credit (each a "Deposit L/C"including replacements thereof permitted hereunder, the “Letter of Credit”) in the "Required Amount" amount of One Million and 00/100 Dollars (as hereinafter defined$1,000,000.00) (the “Amount of the Undertaking”), . The Letter of Credit shall be issued as security for the full and prompt payment, faithful performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part 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 LeaseLease to be performed or observed by Tenant. Each Deposit L/C Landlord and Tenant agree that the Letter of Credit is a definite undertaking that satisfies the requirements of Section 5104 of the California Commercial Code as defined in paragraph (10) of subdivision (a) of Commercial Code section 5102 and that the Letter of Credit is not a “payment or deposit of money” within the meaning of subdivision (a) of California Civil Code section 1950.7. (b) The Letter of Credit shall be in form and substance satisfactory to Landlord and issued by a bank reasonably acceptable that is satisfactory to Landlord. The Letter of Credit shall: (1) name Landlord as beneficiary; (2) have a term of not less than one (1) year; (3) allow Landlord to make partial and multiple draws thereunder, as determined by Landlord, up to the face amount; (4) require the issuing bank to pay to Landlord the amount of a draw upon receipt by such bank of a sight draft signed by Landlord and presented at a location within San Francisco; and (5) provide that Landlord can freely transfer it upon an assignment or other transfer of its interest in this Lease to the assignee or transferee, without charge to Landlord and without recourse to Landlord, and without having to obtain the consent of Tenant or the issuing bank (if upon any transfer, any fees or charges shall be substantially in so imposed, then such fees or charges shall be payable solely by Tenant and the form Letter of the letter of credit attached hereto on Exhibit D and made a part hereofCredit shall so specify). If any Deposit L/C provides that the amount drawable thereunder Tenant shall cease to be available on a date prior to the date which is not less than thirty (30) days after prior to its expiry date replace the Letter of Credit with a new Letter of Credit with a term of not less than one (1) year and otherwise complying with the requirements of this Paragraph (or an amendment extending the expiry date for at least one (1) year). In lieu thereof, the Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year thereafter during the term of this Lease, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than thirty (30) days next preceding the then expiration date of the fourth (4th) Lease YearLetter of Credit that it elects not to have such Letter of Credit renewed. If Landlord has received a Non-Renewal Notice, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least later than thirty (30) days prior to the expiry date specified in such Deposit L/C as being of the date on which such drawable amount will cease Letter of Credit Tenant fails to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal replacement letter of credit (or extension amendment extending the expiry date) in accordance with the terms of this Paragraph, then Landlord shall have the right to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall hold the proceeds of the Letter of Credit pursuant to the terms of this Paragraph 4 as Cash Collateral within the meaning of Paragraph 4 hereof; provided, however, should Tenant thereafter furnish to Landlord a Letter of Credit meeting the requirements of this Paragraph, such Deposit L/C cash proceeds, less all expenses incurred by Landlord, shall be returned to Tenant. The Letter of Credit (or a new Deposit L/C. Failure replacement thereof satisfactory to comply with Landlord) shall remain in effect during the provisions entire term of this Lease. (c) If the sum of the preceding sentence prior Tenant’s Cost (as defined in the Work Letter) for the Tenant Improvements (as defined in the Work Letter) plus the Tenant’s Cost (as defined in the Work Letter attached to the commencement of said thirty Consent to Sublease) for the improvements which are being constructed by Landlord in the Sublease Premises pursuant to the Work Letter attached to the Consent to Sublease (30the “Sublease Improvements”), minus the Tenant Improvement Allowance and the Additional Tenant Improvement Allowance, if any (as such terms are defined in the Sublease, as defined in Paragraph 27) day period shall be deemed to be a default under this Lease paid by BofA (as defined in Paragraph 27) pursuant to the Sublease (collectively, the “Tenant’s Total Cost”), is greater than Seven Hundred Sixty-Five Thousand and 00/100 Dollars ($765,000.00), then within five (5) business days after written request by Landlord, Tenant shall increase the Amount of the Undertaking to an amount equal to the Tenant’s Total Cost plus Two Hundred Thirty-Five Thousand and 00/100 Dollars ($235,000.00). If the Tenant’s Total Cost is less than Seven Hundred Sixty-Five Thousand and 00/1000 Dollars ($765,000.00), then Tenant shall have the right to reduce the Amount of the Undertaking to an amount equal to the Tenant’s Total Cost plus Two Hundred Thirty-Five Thousand and 00/100 Dollars ($235,000.00). Additionally, as Tenant pays Tenant’s Share (as defined in the Work Letter) of Tenant’s Cost as provided in the Work Letter, Tenant shall have the right to reduce the Amount of the Undertaking to an amount equal to: (i) the Tenant’s Total Cost, less the amounts paid by Tenant to Landlord mayor BofA on account of the Tenant’s Cost (as defined in the Work Letter) for the Tenant Improvements and for the Tenant’s Cost (as defined in the Work Letter attached to the Consent to Sublease) for the Sublease Improvements, at plus (ii) Two Hundred Thirty-Five Thousand and 00/100 Dollars ($235,000.00). Notwithstanding the foregoing, Tenant shall not be entitled to reduce the Amount of the Undertaking pursuant to the foregoing provisions more than one time in any time during said thirty (30) day period. Upon the completion of the Tenant Improvements, draw and after Tenant has paid the entire Tenant’s Total Cost, Tenant shall have the right to reduce the Amount of the Undertaking to Two Hundred Thirty-Five Thousand and 00/100 Dollars ($235,000.00). Landlord shall execute such documents as may be required to reduce the Amount of the Undertaking (by amending the Letter of Credit) upon such Deposit L/C request by Tenant whenever Tenant has the right to reduce the Amount of the Undertaking as provided above. (d) As of January 1, 2009 (the “Reduction Date”), Tenant shall have the right to reduce the Amount of the Undertaking to One Hundred Fifty Thousand and retain 00/100 Dollars ($150,000), provided that, as of the Reduction Date, all of the following conditions (the “Reduction Conditions”) are satisfied: (1) Xxxxxx Merchant Partners Group LLC and/or one or more of its wholly-owned subsidiaries occupies seventy-five percent (75%) of the Premises; (2) no Event of Default has occurred at any time prior to the Reduction Date (even if subsequently cured) and no breach of the lease by Tenant exists that with the giving of notice and passage of applicable cure period would be an Event of Default; (3) the net worth of Tenant as of the Reduction Date is equal to at least Sixty Million Dollars ($60,000,000), and the net worth of Tenant has not dropped below Sixty Million Dollars ($60,000,000) at any time during the twelve (12) month period prior to the Reduction Date; (4) the quotient of Tenant’s earnings before interest, taxes, depreciation and amortization (commonly known as “EBITDA”) divided by Tenant’s total revenue is at least twenty percent (20%) on the Reduction Date and has not dropped below twenty percent (20%) at any time during the twelve (12) month period prior to the Reduction Date; and (5) Tenant shall have delivered to Landlord the financial statements of Tenant evidencing to Landlord’s reasonable satisfaction that the conditions set forth in clauses (3) and (4) above are satisfied. (e) If there is an Event of Default under the Lease (after any required notice is given and cure period has expired) as a security deposit hereunder result of Tenant’s failure to pay any Rent or comply with any other provision of this Lease, Landlord may (but shall not be obligated to) use, apply or retain all or any portion of the amount Letter of Credit for the payment of any Rent in default, for the payment of any other sum to which Landlord may become obligated by reason of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer thereby. Landlord also may (but shall not be obligated to) use, apply or retain all or any portion of the Letter of Credit to remedy any failure by Tenant to perform Tenant’s obligations under this Lease, to repair damages to the Premises caused by Tenant, to clean the Premises upon termination of the tenancy, or to compensate Landlord for damages resulting from the termination of the Lease or the tenancy (including, without limitation, damages recoverable under Civil Code section 1951.2). If Landlord so drawn. As used hereinuses or applies all or any portion of the Letter of Credit, Tenant shall within ten (10) days after demand therefor deliver an amendment to the Letter of Credit to restore the Letter of Credit to the Amount of the Undertaking, and Tenant’s failure to do so shall, at Landlord’s option, be an immediate Event of Default (as defined in Paragraph 20(a)) under this Lease, and Tenant shall not be entitled to any additional grace or cure period that may otherwise be provided in Paragraph 20(a). (f) If Tenant performs all of Tenant’s obligations hereunder, the Letter of Credit, or so much thereof as has not theretofore been applied by Landlord, shall be returned to Tenant (or, if Tenant has not provided Landlord with Tenant’s current address, then to the last assignee, if any, of Tenant’s interest hereunder) at the expiration of the term "hereof and after Tenant has vacated the Premises. Landlord’s return of the Letter of Credit or any part thereof shall not be construed as an admission that Tenant has performed all of its obligations under this Lease. No trust relationship is created herein between Landlord and Tenant with respect to the Letter of Credit.

Letter of Credit. Tenant has deposited(i) Upon the terms and subject to the conditions hereof and of Applicable Law, the Lender agrees, upon extend Letters of Credit previously issued hereunder) payable in Dollars from time to time after the Effective Date and prior to the Commitment Termination Date, provided, however, that (A) the Borrower shall not request, and the Lender shall maintain on not issue, any Letter of Credit if, after giving effect thereto, the sum of the then current L/C Exposure, plus the aggregate principal amount of all Loans then outstanding would exceed the Commitment then in effect and (B) the Borrower shall not request, and the Lender shall not issue (or extend), any Letter of Credit having an expiration date (x) later than the tenth day prior to the Commitment Termination Date or (y) more than one year after its date of issuance. (ii) Each Letter of Credit may, at the option of the Lender, provide that the Lender may (but shall not be required to) pay all or any part of the maximum amount which may at any time be available for drawing thereunder to the beneficiary thereof upon the occurrence or continuation of an Event of Default and the acceleration of the maturity of the Loans, provided that, if payment is not then due to the beneficiary, the Lender shall deposit the funds in question in a segregated account with Landlord at the Lender to secure payment to the beneficiary and any funds so deposited shall be paid to the beneficiary of the Letter of Credit if conditions to such payment are satisfied or returned to the Lender (or, if all times during Obligations shall have been paid in full in cash, to the initial Term Borrower) if no payment to the beneficiary has been made and the final date available for drawings under the Letter of Credit has passed. Each payment or deposit of funds by the Lender as provided in this paragraph shall be treated for all purposes of this LeaseLoan Agreement as a drawing duly honored by the Lender under the related Letter of Credit. (b) Whenever the Borrower desires the issuance of a Letter of Credit, one or more unconditional, irrevocable letter(sit shall deliver to the Lender a written notice no later than 2:00 p.m. (New York City time) at least three (3) Business Days prior to the proposed date of credit issuance. That notice shall specify (each i) the proposed date of issuance (which shall be a "Deposit L/C") in the "Required Amount" (as hereinafter definedBusiness Day), as security (ii) the face amount of the Letter of Credit, (iii) the expiration date of the Letter of Credit and (iv) the name and address of the beneficiary. Such notice shall be accompanied by a brief description of the underlying transaction and upon request of the Lender, the Borrower shall provide additional details regarding the underlying transaction. Concurrently with the giving of written notice of a request for the full and prompt paymentissuance of a Letter of Credit, performance and observance by Tenant of all the Borrower shall provide a precise description of the covenants documents and obligations the verbatim text of any certificate to be paidpresented by the beneficiary of such Letter of Credit which, performed and/or observed if presented by such beneficiary prior to the expiration date of the Letter of Credit, would require the Lender to make payment under the Letter of Credit; provided, however, that the Lender, in its reasonable discretion, may require customary changes in any such documents and certificates to be presented by the beneficiary. (c) The acceptance and payment of drafts under any Letter of Credit shall be made in accordance with the terms of such Letter of Credit and the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 500, as adopted or amended from time to time. The Lender shall be entitled to honor any drafts and accept any documents presented to it by the beneficiary of such Letter of Credit in accordance with the terms of such Letter of Credit and believed by the Lender in good faith to be genuine. The Lender shall not have any duty to inquire as to the accuracy or authenticity of any draft or other drawing documents which may be presented to it, but shall be responsible only to determine in accordance with customary commercial practices that the documents which are required to be presented before payment or acceptance of a draft under any Letter of Credit have been delivered and that they comply on their face with the part requirements of Tenant that Letter of Credit. (d) The Borrower is absolutely, unconditionally and irrevocably obligated to reimburse all amounts drawn under this Lease and for each Letter of Credit. If any draft is presented under a Letter of Credit, the payment of which is required to be made at any time on or before the Commitment Termination Date, then payment by the Lender of such draft shall constitute a Loan hereunder with an initial Interest Period of one month and all damages for which Tenant, interest shall be final by reason accrue from the date the Lender makes payment on such draft under such Letter of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereofCredit. If any Deposit L/C provides that draft is presented under a Letter of Credit, the amount drawable thereunder shall cease payment of which is required to be available on made after the Commitment Termination Date or at a date prior time when an Event of Default or Default shall have occurred and then be continuing, then the Borrower shall immediately pay to the date which is thirty (30) days after Lender, in immediately available funds, the expiration full amount of such draft together with interest thereon at a rate per annum of 2% in excess of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being Base Rate from the date on which the Lender makes such drawable amount will cease payment of such draft until the date it receives full reimbursement for such payment from the Borrower. The Borrower further agrees that the Lender may reimburse itself for such drawing from the balance in any other account of the Borrowers maintained with the Lender or any of its Affiliates. (e) The Borrower agrees to be availablepay the following amounts to the Lender with respect to Letters of Credit issued by it hereunder: (i) with respect to the issuance, confirmation, amendment or transfer of each Letter of Credit and each drawing made thereunder, documentary and processing charges in accordance with the then current expiry dateLender's standard schedule for such charges in effect at the time of such issuance, confirmation, amendment, transfer or drawing, as the case may be, either furnish to Landlord together with any additional chargers imposed any confirming or advising bank; and (ii) a renewal commission payable quarterly in advance (commencing on the date of issuance of any Letter of Credit and continuing so long as such Letter of Credit or extension any draft drawn thereunder remains outstanding) computed at a rate per annum of 0.45% of the face amount of such Deposit L/C Letter of Credit; and (f) If by reason of (i) any change in applicable law after the Effective Date, or in the interpretation or administration thereof (including, without limitation, any request, guideline or policy not having the force of law) by any Governmental Authority charged with the administration or interpretation thereof, or (ii) compliance by the Lender with any direction, request or requirement (whether or not having the force of law) issued after the Effective Date by any Governmental Authority or monetary authority, including, without limitation, any change whether or not proposed or published prior to the Effective Date and any modifications to Regulation D occurring after the Effective Date: (A) the Lender shall be subject to any tax, levy, impost, duty, fee, charge, deduction or withholding of any nature with respect to any Letter of Credit (other than withholding tax imposed by the United States of America or any other tax, levy, impost, duty, fee, charge, deduction or withholding (1) that is measured with respect to the overall net income of the Lender , and that is imposed by the United States of America, or by the jurisdiction in which the Lender is incorporated, or the Lender has its principal office or a new Deposit L/C. Failure presence which is not otherwise connected with, or required by, this transaction (or any political subdivision or taxing authority thereof or therein) or (2) that is imposed solely by reason of the Lender failing to make a declaration of, or otherwise to establish, non-residence or to make any other claim for exemption, or otherwise to comply with any certification, identification, information, documentation or reporting requirements prescribed under the provisions laws of the preceding sentence prior relevant jurisdiction, in those cases where the Lender may properly make the declaration or claim or so establish non-residence or otherwise comply), or to any variation thereof or to any penalty with respect to the commencement maintenance or fulfillment of said thirty its obligations under this Section 2.12, whether directly or by such being imposed on or suffered by the Lender; (30B) day period the basis of taxation of any fee or amount payable hereunder with respect to any Letter of Credit or any participation therein shall be deemed changed; (C) any reserve, deposit or similar requirement is or shall be applicable, imposed or modified in respect of any Letter of Credit issued by the Lender; or (D) there shall be imposed on the Lender any other condition regarding this Section 2.12, any Letter of Credit or any participation therein; and the result of the foregoing is to be a default under this Lease directly or indirectly increase the cost to the Lender of issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or to reduce the amount receivable in respect thereof by the Lender, then and Landlord in any such case the Lender may, at any time, notify the Borrower, and the Borrower shall promptly pay the Lender upon its demand such amounts as the Lender may specify to be necessary to compensate it for such additional cost or reduced receipt. The determination by the Lender of any amount due pursuant to this Section 2.12 as set forth in a certificate setting forth the calculation thereof in reasonable detail shall, in the absence of manifest error, be final, conclusive and binding on all of the parties hereto. (g) If at any time during said thirty (30) day periodwhen an Event of Default shall have occurred and be continuing, draw upon such Deposit any Letters of Credit shall remain outstanding, then the Lender may require the Borrower to deliver to it Cash Equivalents in an amount equal to the full amount of the L/C and retain as a Exposure or to furnish other security deposit hereunder acceptable to the Lender. Any amounts so delivered pursuant to the preceding sentence shall be applied to reimburse the Lender for the amount of any drawings honored under Letters of Credit; provided, however, that if prior to the Maturity Date, (i) no Default or Event of Default is then continuing, then the Lender shall return all of such collateral relating to such deposit to the Borrower if requested by it or (ii) Letters of Credit shall expire or be returned by the beneficiary so drawn. As used hereinthat the amount of the Cash Equivalents delivered to the Lender hereunder shall exceed the then current L/C Exposure, then such excess shall first be applied to pay any Obligations then due under this Loan Agreement and the remainder shall be returned to the Borrower. (h) Notwithstanding the termination of the Commitments and the payment of the Loans, the term obligations of the Borrower under this Section 2.12 shall remain in full force and effect until the Lender shall have been irrevocably released from its obligations with regard to any and all Letters of Credit." (H) The last sentence in Section 4.1 to the Loan Agreement shall be amended to insert the following after the word "Obligations": "and the L/C Exposure has been reduced to zero," (I) The lead in to Section 7 of the Loan Agreement is hereby amended to insert the following after the words "has terminated": "and the L/C Exposure has been reduced to zero," (J) Section 7.15(a) of the Loan Agreement is hereby amended to insert the following after the words "interest on the Loans" "plus the then current L/C Exposure;" (K) The lead in to Section 8 of the Loan Agreement is hereby amended to insert the following after the words "has terminated": "and the L/C Exposure has been reduced to zero," (L) The lead in to Section 9.2 is hereby amended in its entirety to read as follows: "It shall be a condition precedent to all Loans (including the initial Loan hereunder) and to the issuance of each Letter of Credit that on the date of such Loan or issuance of a Letter of Credit the following statements shall be true (and each request for a Loan or issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Loan or such issuance of Letter of Credit that such statements are true)." (M) Section 9.2(a) is hereby amended in its entirety to read as follows: "After giving effect to such Loan and any such L/C Exposure, the total of all Loans outstanding plus any L/C Exposure will not exceed the Commitment;" (N) Section 9.2(b) and (c) are hereby amended to insert the following after the words "such Loan": "or issuance of such Letter of Credit" (O) The last paragraph in Section 9.2 is hereby amended in its entirety to read as follows: "In addition, it shall be a condition precedent to all Loans (including the initial Loan) and all issuances of Letters of Credit that after giving effect to such Loan or such issuance of a Letter of Credit, the aggregate market value of the Collateral shall be equal to or exceed 250% of the sum of the Required Amount plus the principal amount of the Loans outstanding plus any L/C Exposure together with accrued and unpaid interest thereon plus any other amounts due and owing under this Agreement (in each case, as determined on the most recent date for which the Borrower calculates its aggregate Net Asset Value (but in no event earlier than ten (10) Business Days prior to the making of such Loan or issuance of such Letter of Credit) and as calculated in accordance with the determination of such Net Asset Value)." (P) Section 10.1(b) of the Loan Agreement is hereby amended to insert the following after the words "interest thereon": "plus the then current L/C Exposure" (Q) Section 10.2(a) is hereby amended to insert the following after the words "Lender may" in the last sentence: "demand Cash Equivalents in an amount equal to the full amount of the L/C Exposure or to furnish other securities therefor acceptable to the Lender, and may" (R) Section 11.3(iv) of the Credit Agreement is hereby amended to insert the following after the words "any Loan hereunder": "or the issuance of any Letter of Credit" (S) Section 11.10(a) of the Loan Agreement is hereby amended to insert the following clause at the end of such section: "EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500 AS ADOPTED OR AMENDED FROM TIME TO TIME (THE "UNIFORM CUSTOMS") AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK." (T) Section 11.19 of the Loan Agreement is hereby amended to insert the following after the words "the commitment terminated" in the second sentence: ", the L/C Exposure has been reduced to zero,"

Letter of Credit. Tenant has depositedPursuant to this subsection, the Company shall cause to be issued and shall maintain on deposit delivered to Portside Growth & Opportunity Fund, as collateral agent for the Buyers (in such capacity, together with Landlord at all times during any successor in such capacity, the initial Term of this Lease"Agent"), one or more unconditional, four (4) irrevocable letter(s) standby letters of credit in the stated amount of $250,000 each ($1,000,000 in the aggregate), substantially in the form of Exhibit D hereto and otherwise reasonably satisfactory to the Buyers (together with any letter of credit issued in exchange therefor or in replacement thereof, each a "Deposit L/CLetter of Credit") in the "Required Amount" (as hereinafter defined), naming the Agent as security for the full beneficiary and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably with a Minimum Rating and otherwise acceptable to Landlord the Agent in its reasonable discretion. As used herein, "Minimum Rating" shall mean one of the two highest long-term debt ratings, without regard to qualification by symbols, such as "+" and "-", or by numerical notations, such as "1", "2" and "3" (or if no long-term debt rating is available, one of the two highest long-term deposit ratings) obtainable from either Standard & Poor's Ratings Services ("S&P") or Xxxxx'x Investors Service, Inc. ("Moody's") (or if at any time neither S&P nor Moody's shall issue such ratings, then from another nationally recognized rating service). The Buyers agree to pay at the Closing for all reasonable and customary fees in connection with the Letter of Credit provided, that such fees do not exceed $20,000. The first Letter of Credit shall be delivered within seven (7) days following the Closing, the second Letter of Credit within fourteen (14) days following the Closing, the third Letter of Credit within twenty-one (21) days following the Closing and the fourth Letter of Credit within twenty-eight (28) days following the Closing. The Company shall have the right, at any time and from time to time, to cause to be issued and delivered to the Agent a replacement for any Letter of Credit previously issued and delivered, provided, that such replacement is substantially in the form of the letter Letter of credit attached hereto on Exhibit D Credit being exchanged or replaced therefor and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior is otherwise acceptable to the date which is thirty (30) days after Agent in its sole discretion. Upon delivery of a replacement Letter of Credit, the expiration Agent shall immediately deliver the original Letter of Credit being exchanged therefor. The Letters of Credit shall not be drawn upon by the Buyers unless the obligations of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior Company pursuant to the date specified in such Deposit L/C as being Transaction Documents are not otherwise satisfied pursuant to the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions terms of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Transaction Documents.

Letter of Credit. Tenant has deposited, Concurrently with Lease signing and shall maintain on deposit with Landlord at all times during as a condition for Landlord’s benefit to the initial Term effectiveness of this Lease, one or more unconditionalTenant shall deliver to Landlord an original, irrevocable letter(s) standby letter of credit (each a "Deposit L/C"the “Letter of Credit”) naming Landlord as beneficiary in the "Required Amount" initial amount of One Hundred Thirty Nine Thousand Eight Hundred and 75/100 Dollars (as hereinafter defined$139,800.75), as security for the full which amount may be adjusted pursuant to this Section, and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter attached Exhibit “F”, which Letter of credit attached hereto on Exhibit D and made Credit shall be maintained throughout the Term. Provided there has been no prior Tenant Default or a part hereof. If any Deposit L/C provides that violation of Section 17 of the Lease, Tenant may reduce the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth Letter of Credit as follows: (4thi) on the first day of the twenty-fifth (25th) full calendar month of the Original Term to $118,840.60, (ii) on the first day of the thirty-seventh (37th) full calendar month of the Original Term to $83,880.45, and (iii) on the first day of the forty-ninth (49th) full calendar month of the Original Term to $55,920 (each an “LOC Reduction”), provided, however, in the event of a Tenant Default or a violation of Section 17 of the Lease Yearafter a LOC Reduction, or if Tenant shall immediately replenish the Letter of Credit to One Hundred Thirty-Nine Thousand Eight Hundred and 75/100 Dollars ($139,800.75). All LOC Reduction requests by Tenant to the issuing bank shall give written notice be in writing executed by Tenant and Landlord. Landlord shall have the right to draw upon the Letter of Credit at any time in the event of a Tenant Default or a violation of Section 17 of the Lease or to otherwise compensate Landlord for any damage Landlord incurs as a result of Tenant’s failure to perform any of its obligations hereunder. The Letter of Credit shall (i) be issued by Xxxxx Fargo Bank, N.A. or another major commercial bank reasonably acceptable to Landlord, with a Los Angeles, California service and claim point for the Letter of Credit, (ii) have an expiration date not earlier than the one hundred twentieth (120th) day after the expiration date of the Term (“Expiration Date”), and (iii) 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 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 issuer 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 it will not extend the requested sum is due and payable from Tenant and Tenant has failed to pay such Deposit L/C for sum. If the Letter of Credit has an additional twelve expiration date earlier than the Expiration Date, then throughout the Term hereof (12) months beyond including any renewal or extension of the then current expiry dateTerm), Tenant shall, shall provide evidence of renewal of the Letter of Credit to Landlord at least thirty sixty (3060) days prior to the date specified in such Deposit L/C as being the date Letter of Credit expires or Landlord shall have the right to draw upon the Letter of Credit. If Landlord draws on which such drawable 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 Section so that the amount will cease to be available, or the then current expiry date, as the case may be, either furnish available to Landlord a renewal from the Letter of Credit(s) provided hereunder is at all times the amount required under this Lease. Tenant’s failure to deliver any replacement, additional or extension of such Deposit L/C the Letter of Credit, or a new Deposit L/C. Failure to comply with the provisions evidence of renewal of the preceding sentence prior to Letter of Credit, within the commencement of said thirty (30) day period shall be deemed to be a default time specified under this Lease shall be an automatic Tenant Default and entitle Landlord to draw upon the full amount of the Letter of Credit, and any such cash amount not applied to any then existing Tenant Default shall be held as a cash security deposit pursuant to Section 5, above. 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 mayshall 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 any mortgage or deed of trust constituting a lien against the Building or the Project, nor any purchaser at any time during said thirty (30) day periodjudicial or private foreclosure sale of the Building or the Project, draw upon shall be responsible to Tenant for such Deposit L/C and retain as a security deposit hereunder unless and only to the amount so drawnextent such holder or purchaser shall have actually received the same. As used hereinIf Tenant is not in default at the expiration or termination of this Lease, Landlord shall return to Tenant the original of the Letter of Credit then held by Landlord within sixty (60) days following expiration or earlier termination; 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, and, in any event, the term "original of the Letter of Credit shall be returned (if not drawn upon) upon the complete cure of any such Tenant Default.

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term (a) Upon execution of this LeaseAgreement, one or more Tenant shall deliver to Landlord an unconditional, irrevocable letter(s) irrevocable, transferable and negotiable standby letter of credit (each a the "Deposit L/C") in the an amount equal to $182,107.40 ("Required Face Amount" (as hereinafter defined"), issued by a bank or trust company ("Issuer") and in form and content acceptable to Landlord, in its sole and absolute discretion, as additional security for the full and prompt payment, performance and observance by Tenant of all of the covenants and Tenant's obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit An L/C in the form attached hereto as Exhibit B is hereby approved by --------- Landlord. The L/C shall name Landlord as beneficiary thereunder and provide that draws, including partial draws, at Landlord's election, will be issued honored upon the delivery to the Issuer of a certificate signed by a bank reasonably acceptable Landlord, or its authorized agent, that Tenant has failed to Landlord and shall be substantially in perform its obligations under the form of the letter of credit attached hereto on Exhibit D and made a part hereofLease. If any Deposit The L/C provides shall also provide that it will be automatically extended upon each renewal date unless the amount drawable thereunder shall cease Issuer thereof delivers to be available on a date Landlord, no later than forty-five (45) days prior to the stated expiration date which is thirty (30) days after the expiration of the fourth (4th) Lease YearL/C, or if the issuing bank shall give written notice of Issuer's intent not to Landlord that it will not extend such Deposit or renew the L/C for an additional twelve (12) months beyond C. During any period that Tenant is required to maintain the then current expiry dateL/C, Tenant shall, at least thirty (30) days prior to any expiration or termination of the date specified in such Deposit L/C, provide Landlord either with written confirmation that the existing L/C as being the date on which such drawable amount will cease to be available, automatically extended and renewed or the then current expiry date, as the case may be, either furnish to Landlord with a renewal or extension of such Deposit new L/C or a new Deposit that satisfies all of the requirements for the L/C. Failure C in this Paragraph 12. In addition, upon a proposed sale or other transfer of any interest in the Building, the Land, this Lease or Landlord (including consolidations, mergers, or other entity changes), Tenant, at its sole cost and expense and upon ten (10) Business Days' notice, shall, concurrent with Landlord's delivery to comply with the provisions Tenant of the preceding sentence prior then outstanding L/C, deliver to any such transferees, successors, or assigns a replacement L/C on identical terms (except for the commencement stated beneficiary) from the same Issuer or another bank or trust company acceptable to Landlord, in Landlord's sole discretion, naming the new landlord as the beneficiary thereof. Tenant's failure to perform or observe any of said thirty (30) day period the covenants set forth in this Paragraph 12 for any reason shall be deemed entitle Landlord to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit on the full amount of the L/C and retain shall constitute an Event of Default under this Lease without the requirement of any notice from Landlord. Any amount(s) drawn under the L/C shall be held or used by Landlord in accordance with the terms of Section 4 of the Lease. (b) If as a security deposit hereunder of the amount so drawn. As used hereinfirst (1st), second (2nd), third (3rd) and fourth (4th) anniversary dates following the Second Expansion Premises Commencement Date, (i) no prior or current Event of Default has occurred, and no event or condition exists or has occurred which with the passage of time or delivery of notice by Landlord, or both, would constitute an Event of Default, and (ii) Tenant has delivered to Landlord, on or before such anniversary dates, audited financial statements prepared in accordance with generally accepted accounting principles consistently applied and certified by Tenant's chief financial officer as being complete and accurate which confirm that Tenant has achieved and sustained positive net earnings for each of the four consecutive calendar quarters immediately preceding each applicable anniversary date, the term Face Amount of the L/C may be immediately reduced to (A) $145,685.92 on the first (1st) anniversary date of the Second Expansion Premises Commencement Date, (B) $109,264.41 on the second (2nd) anniversary date of the Second Expansion Premises Commencement Date, (C) $72,842.92 on the third (3rd) anniversary date of the Second Expansion Premises Commencement Date, and (D) $36,421.48 on the fourth (4th) anniversary date of the Second Expansion Premises Commencement Date, as applicable (the "L/C Burnoff").

Letter of Credit. Tenant has deposited(a) Except as hereafter provided in this Xxxxxxxxx 00, and Xxxxxx shall maintain on not be required to deposit with Landlord at all times during the initial Term any security deposit in connection with this Lease. Upon Tenant's execution of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at Tenant's cost and expense, deliver to Landlord (or if requested by Landlord, with any Mortgagee designated by Landlord) an unconditional, clean, irrevocable letter of credit in the amount of Five Million and No/100 Dollars ($5,000,000) (a "LETTER OF CREDIT") that (i) names Landlord (or if requested by Landlord, any Mortgagee designated by Landlord) as the beneficiary, (ii) is issued by a federally chartered bank or trust company having at least $50 billion in assets or by another financial institution acceptable to Landlord which accepts deposits, maintains accounts, has an office in one or more of the contiguous forty-eight United States of America which will negotiate a letter of credit, and whose deposits are insured by the FDIC, (iii) has an expiry date of not less than one year from the date of issuance, (iv) permits multiple or partial drawings and permits all drawings by sight drafts only, (v) is fully transferable by Landlord without the payment of any fees or charges by Landlord, (vi) contains an "evergreen provision" providing that the Letter of Credit shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the remaining Term (and in no event shall the Letter of Credit expire prior to the 45th day following the expiration of the Term) unless the issuing bank sends a notice (the "NON-RENEWAL NOTICE") to Landlord by certified mail, return receipt requested, not less than thirty (30) days prior to the then expiration date specified of the Letter of Credit stating that the issuing bank has elected not to renew the Letter of Credit, and (vii) is issued in such Deposit Laccordance with the most recent version of Uniform Customs and Practice for Documentary Credits and is otherwise in form and content reasonably satisfactory to Landlord. The Letter of Credit shall be held by Landlord to ensure the performance of Tenant's covenants and obligations under this Lease. (b) If at any time during the Term of this Lease, either (i) the senior unsecured long term credit rating of Tenant is downgraded by both Standard & Poor's Company ("S&P") and XXXXX'X Investors Service ("MOODY'S") to below BBB-/Baa3 (S&P/C as being the date on which such drawable amount will cease to be availableXxxxx'x), or the then current expiry date(ii) only one of S&P and Xxxxx'x publishes a senior unsecured long term credit rating for Tenant, such long term credit rating of Tenant is downgraded below BBB-/Baa3 (S&P/Xxxxx'x), as the case may be, or (iii) neither S&P nor Moody's publishes a senior unsecured long term credit rating for Tenant, then at any time thereafter upon the occurrence of any Event of Default by Tenant (and the expiration of any applicable notice and cure period), Landlord may, without prejudice to any other remedy provided herein or by applicable law and without further notice to Tenant, draw upon the Letter of Credit and apply the proceeds thereof to the extent necessary to cure any arrears of Rent or other payments due to Landlord as a result of such Event of Default as provided herein, and in such event Tenant shall immediately deliver to Landlord an endorsement of the issuer of the Letter of Credit reinstating and increasing the credit for the portion thereof so used by Landlord, or an additional Letter of Credit conforming to the requirements of this paragraph, in an amount equal to the reduced portion of the original Letter of Credit so used by Landlord. Tenant shall not encumber the Letter of Credit in any manner (and Landlord shall not be bound by any purported encumbrance), nor shall Tenant's obligation to reimburse the issuer of the Letter of Credit be secured by any collateral, right of offset or otherwise constitute a secured obligation of Tenant. Tenant shall notify Landlord within five (5) Business Days after any change in the long term credit rating of Tenant by either furnish S&P or Moody's. If either Moody's or S&P changes its system or manner of designating or classifying its senior unsecured long term credit ratings, the rating designation or classification that most closely describes or resembles the relevant ratings designation set forth in this Paragraph 44 shall be used for purposes hereof. (c) If the issuing bank of any Letter of Credit sends a Non-Renewal Notice and -39- Tenant does not deliver to Landlord a renewal replacement Letter of Credit conforming in all respects to the requirements of this Paragraph 44 by the earlier of ten (10) days after the issuing bank sends such Non-Renewal Notice or extension the date two (2) Business Days prior to the expiry date of the Letter of Credit that is the subject of the Non-Renewal Notice ("ACCELERATED RENT EVENT"), then Landlord shall have the right to draw upon the Letter of Credit then held by Landlord; provided, however, any such amount paid to Landlord by the issuer of the Letter of Credit shall not exceed the sum of (A) three (3) months of Basic Rent for the immediately subsequent three (3) month period, plus (B) three (3) months of Taxes, premiums for Required Insurance, maintenance costs and other recurring items of Additional Rent, as reasonably estimated by Landlord for the immediately subsequent three (3) month period (collectively, the "ACCELERATED RENT"). If the amount paid to Landlord by the issuer of the Letter of Credit is less than the amount necessary to fully fund the Accelerated Rent to the required balance, then Tenant shall, within five (5) business days after the Accelerated Rent Event, deposit with Landlord a cash sum necessary to fully fund the Accelerated Rent to the required balance. Landlord shall have no obligation to invest the Accelerated Rent and Tenant will not receive any benefit with respect to any interest or other investment income associated therewith. During the period of time that an Accelerated Rent Event continues, Tenant shall receive a credit against monthly payments of Basic Rent equal to the quotient of the Accelerated Rent divided by the number of months remaining in the Term when the Accelerated Rent Event occurs. In the event that a replacement Letter of Credit which complies with the terms and conditions of this Paragraph 44 is provided to Landlord by Tenant, Tenant shall receive a credit against subsequent monthly payments of Basic Rent in the amount of the Basic Rent, on a dollar per dollar basis, until such time as the balance of the Accelerated Rent is fully expended; provided, however, if an Accelerated Rent Event subsequently occurs, Landlord shall have the right to draw upon the replacement Letter of Credit then held by Landlord in an amount necessary to restore the required balance of Accelerated Rent and, if the proceeds of the replacement Letter of Credit then held by Landlord are not enough to restore the required balance of the Accelerated Rent, then Tenant shall, within five (5) Business Days after the occurrence of such Deposit L/C an Accelerated Rent Event, pay to Landlord an amount necessary to restore the Accelerated Rent to the required balance. Upon the occurrence of any Event of Default by Tenant (and the expiration of any applicable notice and cure period), Landlord may, without prejudice to any other remedy provided herein or by applicable law and without further notice to Tenant, apply the Accelerated Rent to the extent necessary to cure any arrears of Rent or other payments due to Landlord as a result of such Event of Default as provided herein, and in such event Tenant shall deposit with Landlord a cash sum in the amount of the Accelerated Rent so expended by Landlord. Any balance of the Accelerated Rent remaining upon the expiration or termination of this Lease shall be promptly refunded to Tenant provided all of Tenant's obligations under this Lease have been fulfilled. (d) Upon any transfer or assignment of this Lease by Landlord (including to any Mortgagee as security), Landlord shall have the right to transfer or assign the Letter of Credit or the Accelerated Rent to the transferee or assignee of the Lease, and in the event of such transfer and assignment, Tenant shall look solely to such transferee or assignee for the return of the Letter of Credit or the Accelerate Rent provided that such transferee or assignee expressly assumes the obligations of Landlord under this Paragraph 44 arising from and after the date of the transfer or assignment. Tenant shall, within ten (10) days after 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 Letter of Credit or the Accelerated Rent to such transferee or mortgagee, including (without limitation) an endorsement to or a new Deposit L/C. Failure to comply replacement of any then existing Letter of Credit naming the transferee or assignee as the beneficiary thereof and otherwise in conformity with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Paragraph 44.

Letter of Credit. A. Tenant has depositeddeposited with Owner, a the time of the execution and shall maintain on deposit with Landlord at all times during the initial Term delivery of this Lease, one or more an unconditional, irrevocable letter(s) letter of credit issued by United Jersey Bank (each a referred to as the "Deposit L/CBank") ), in favor of Owner, in the "Required Amount" sum of TWENTY-SIX THOUSAND TWO HUNDRED FIFTY AND 00/100 (as hereinafter defined)$26,250.00) DOLLARS in funds available immediately or same day funds in the City of New York, as security for the full faithful observance and prompt payment, performance and observance by Tenant of all of the terms, covenants and obligations conditions or this Lease on Tenant's part to be paid, performed and/or observed on the part and performed. Such letter of Tenant under this Lease and credit is for the payment a term of any and all damages for not less than one (1) year which Tenant, term shall be final by reason automatically renewed for successive on (1) year terms, unless the Bank gives not less than on hundred twenty (120) days prior written notice that it will not so renew the letter of any act or omission contrary to any of credit for such successive term and the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form last term of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty end not less than sixty (30) 60 days after the expiration Expiration Date. If such letter of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will credit is not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry dateautomatically renewed as aforesaid, Tenant shallagrees to cause the Bank to renew such letter of credit, from time to time, during the Demised Term, at least thirty ninety (3090) days prior to the date specified in expiration of said letter of credit or any renewal or replacement, upon the same terms and conditions. In the event of any transfer of said letter of credit pursuant to Section 35.05, and notice of such Deposit L/C as being the date on which such drawable amount will cease transfer to Tenant, Tenant, within twenty (20) days thereafter, shall cause a new letter of credit to be availableissued by said Bank to the tranferee, or upon the then current expiry datesame terms and conditions, in replacement of the letter of credit to transferred and Owner agrees that, simultaneously with the delivery of such new letter of credit, it will return to said Bank the letter of credit being replaced. The letter of credit deposited hereunder, and all renewals and replacements, are referred to, collectively, as the case may be"Letter of Credit". The Letter of Credit shall be held in trust by Owner for the purposes set forth in this Article and shall not be transferred except for transfer (a) to an agent for collection, either furnish or (b) pursuant to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Section 35.

Letter of Credit. Tenant has deposited, (a) Upon the execution and shall maintain on deposit with Landlord at all times during the initial Term delivery of this Lease, Tenant will obtain and deliver to Landlord an irrevocable, unconditional standby letter of credit in accordance with the terms and conditions of this Section (the "Letter of Credit"). The Letter of Credit will be in the amount of $10 Million, will be issued initially by Bank of Boston or Chemical Bank and subsequently by any issuer that meets the criteria in Section 24.17(e), will name Landlord (or, at Landlord's request, a lender to Landlord) as the beneficiary thereof and will have an initial term of at least one (1) year and, with renewals, an aggregate term (as renewed) as set forth below. The terms of the Letter of Credit shall be as set forth in this Section 24.17 and in form reasonably acceptable to the beneficiary thereof. The beneficiary shall have the right to draw under the Letter of Credit on one or more unconditionaloccasions from time to time during its term and in accordance with the terms hereof simply upon presentation to the issuer of a sight draft executed by the beneficiary or its authorized representative and without further condition, irrevocable letter(sand the issuer shall pay upon presentation of such draft without deduction or offset of any type. The Letter of Credit shall be assignable in whole but not in part. Provided that Tenant is not in default and is entitled to continue to receive a share of Net Proceeds in accordance with Addendum #3 and/or to exercise a Purchase Option in accordance with Addendum #4, Landlord agrees not to request that any of its lenders be named as a beneficiary under the Letter of Credit with respect to any Unpermitted Financing supplied by such lenders. (b) Until and unless the Letter of credit Credit is drawn upon, starting as of July 1, 1997, and on each July 1 thereafter (or, if a permanent first mortgage loan on the Premises has not funded before July 1, 1996, then starting as of October 15, 1997, and each a "Deposit L/C") in the "Required Amount" (as hereinafter definedOctober 15 thereafter), as security for the full and prompt payment, performance and observance by Tenant of all face amount of the covenants Letter of Credit shall be reduced based on a direct reduction loan amortization schedule, assuming an interest rate equal to the interest rate (but not any "default" or "penalty" rate) under the then existing first mortgage loan on the Premises, provided by the beneficiary whose loan is secured by the Letter of Credit which will have the effect of reducing the Letter of Credit to zero over the aggregate term of the Letter of Credit. However, subject to the foregoing but notwithstanding anything else to the contrary, even if the Letter of Credit has been drawn upon, if and obligations to the extent that those amounts are repaid to Tenant, Tenant shall thereupon cause the face amount, and the amount that may again be drawn, under the Letter of Credit to be paidincreased by an amount equal to the amount so repaid. (For example, performed and/or observed if $2 Million were to be drawn under the Letter of Credit pursuant to Section 24.17(f), and if that $2 Million were then repaid, the face amount and the amount that could be drawn under the Letter of Credit again would be $10 Million.) Tenant shall cause the Letter of Credit to be renewed continuously on the part same terms as described above for successive one (1)-year terms (or longer terms) so that the Letter of Tenant under this Lease and Credit is continuously maintained for a term expiring at the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any end of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty tenth (30) days after the expiration of the fourth (4th10th) Lease Year, . Each succeeding Letter of Credit shall be effective on or if before the issuing bank shall give written notice date that the then-existing Letter of Credit expires. Tenant's failure to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond deliver these renewals of the then current expiry date, Tenant shall, Letter of Credit to the beneficiary at least thirty twenty (3020) days prior to each expiration date shall not in and of itself be a default under this Lease, but at the date specified beneficiary's option, and notwithstanding anything to the contrary, the beneficiary shall have the immediate right thereon and thereafter to draw under the Letter of Credit for all or any portion thereof, and the cash proceeds thereof shall be held and, if necessary, applied, by the beneficiary in the same manner as set forth in Subsection (d) below. (c) The Letter of Credit is security for the timely payment and performance of all of Tenant's Liabilities in connection with this Lease, including, without limitation, Tenant's obligation to pay base rent, additional rent and, if applicable, the Cancellation Fee, any amounts due under any Addendum hereto, and the Unamortized Costs if Tenant defaults, and the obligations under Landlord's loan(s) from its lender(s). If Tenant defaults under this Lease or there is a default under such Deposit L/C as being loan(s) or if otherwise permitted under the date loan documents, the beneficiary may, but shall not be obligated to, draw under the Letter of Credit on which such drawable amount will cease one or more occasions, and the beneficiary's draw(s) under or failure to be available, draw down all or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions any portion of the preceding sentence prior to the commencement Letter of said thirty (30) day period shall Credit in any particular instance will not be deemed to be a waiver or election of any rights and remedies of any type, a limitation on Landlord's or the beneficiary's right to damages, a payment of liquidated damages or an accord or satisfaction. (d) Until and unless the Letter of Credit is drawn upon, Tenant may, at any time, substitute for the Letter of Credit cash in an amount equal to the then-current face amount of the Letter of Credit. If Tenant does so substitute cash, then the amount thereof will be deemed to be a security deposit hereunder, and will be deemed to be security for the same obligations and Liabilities as are set forth in Section 24.17(c). Landlord (and/or the beneficiary under the former Letter of Credit) will have the right to apply all or any portion of that security deposit in the same manner and subject to the same terms as are set forth in Section 24.17(c), and until and unless the security deposit is applied in accordance with this Lease, the amount of that security deposit shall reduce in the manner and at the times set forth in the first sentence of Section 24.17(b). Until applied, the cash security deposit shall be kept in a separate, interest-bearing account or in another form of investment reasonably acceptable to Tenant and the secured party, and until and unless it is applied, interest earned thereon shall be payable annually to Tenant, and the security deposit shall be used for no other purpose other than as security for the payment and performance of the obligations and Liabilities as set forth in Section 24.17(c). (e) Tenant shall cause the Letter of Credit to be replaced by a Letter of Credit issued by another recognized bank located and in good standing in the United States that meets the financial criterion described below and is otherwise reasonably acceptable to the beneficiary: (i) on demand by the beneficiary if the issuer ever fails to meet the financial criterion described below; or (ii) if Tenant wishes to replace the Letter of Credit with a Letter of Credit issued by another bank. The financial criterion referred to above is the requirement that the issuer will maintain ratings from Xxxxx'x and Standard & Poor's at least equal to those enjoyed by the initial issuer of the Letter of Credit on the date that the Letter of Credit is issued. The beneficiary shall have the immediate right thereon and thereafter to draw under the Letter of Credit for all or any portion thereof if the Letter of Credit is not replaced as and when required by an issuer meeting the financial criterion referred to above, and the cash proceeds thereof shall be held and, if necessary, applied, by the beneficiary in the same manner as set forth in Subsection (d) above. (f) In addition to the other circumstances set forth in this Lease pursuant to which the beneficiary of the Letter of Credit may draw thereunder, the beneficiary may draw under the Letter of Credit as set forth in Section 8.15 of that certain Construction Loan Agreement between Landlord and Mellon Bank which provides financing for the Premises. A copy of that Section 8.15 is attached hereto as Exhibit "M." Any amounts drawn by the beneficiary under the Letter of Credit (not including draws of the type described in Sections 24.17(b) and (e), or draws resulting from Tenant's default under this Lease or any other agreements between Tenant and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain the beneficiary or Landlord's default under a loan arising as a security deposit hereunder result of Tenant's breach of its obligations under this Lease) shall be referred to as the amount so drawn. As used herein"LC Advances," and shall be treated as a loan made by Tenant to Landlord, which shall be repayable on the term terms set forth in a promissory note executed by Landlord in favor of Tenant in the form attached as Exhibit "L" hereto (the "LC Note").

Letter of Credit. a. No later than the Effective Date, Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as security for the full prompt, full, and prompt payment, faithful performance and observance by Tenant of all every term, covenant and condition of the covenants and obligations to be paidLease, performed and/or observed on the part an irrevocable letter of Tenant under this Lease and for the payment credit (“Letter of any and all damages for which TenantCredit”) payable in Chicago, shall be final by reason Illinois, running in favor of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be Landlord issued by a bank reasonably acceptable to Landlord in the amount of Four Million Five Hundred Thousand and shall be 00/100 Dollars ($4,500,000.00), and substantially in the form of the letter of credit Exhibit A attached hereto on Exhibit D and made a part hereofhereto. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior Subject to the date stepdown provisions described in Subparagraphs 3(c) and 3(d) below, the Letter of Credit shall be irrevocable for the term of the Lease and shall provide that it is automatically renewable for a period ending not earlier than June 30, 2021 (which is thirty sixty (3060) days after the expiration of the fourth (4thLease Term) Lease Yearwithout any action whatsoever on the part of Landlord. b. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than June 30, 2021, or if the issuing bank shall give written notice to notifies Landlord in writing (by certified/registered mail, return receipt requested or overnight courier) that it shall not renew the Letter of Credit, Landlord will accept a renewal thereof or substitute letter of credit (such renewal or substitute letter of credit to be in effect not extend later than thirty (30) days prior to the 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 Deposit L/C for an additional twelve other terms as may be acceptable to Landlord. However, (12i) months beyond if the then current expiry dateLetter of Credit is not timely renewed or a substitute letter of credit is not timely received, (ii) or if Tenant shallfails to maintain the Letter of Credit in the amount and terms set forth in this Section, Tenant, at least thirty (30) days prior to the date specified expiration of the Letter of Credit, or immediately upon its failure to comply with each and every term of this Section, must deposit with Landlord cash security in the amounts required by, and to be held subject to and in accordance with, all of the terms and conditions set forth herein, failing which the Landlord may present such Deposit L/C Letter of Credit to the 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 being provided in this Section. c. 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 on which hereof, and (ii) the “Minimum Financial Conditions” (defined below) have been achieved, then at any time after the applicable Review Date set forth in the schedule below, Tenant may amend the Letter of Credit 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 be deemed to have satisfied the “Minimum Financial Conditions” if Tenant has provided Landlord with audited financial statements of Tenant (and such drawable amount will cease other reasonably requested documentation) to verify that: (i) Tenant’s EBITDA is not less than $80 Million for the twelve-month period immediately preceding the applicable Review Date; (ii) Tenant’s Debt/EBITDA ratio, as defined in Tenant’s credit agreements and reported to Tenant’s lenders, is less than 4.0:1 as of the applicable Review Date; and (iii) Tenant shall not be availablein default beyond any applicable cure period under any loan or other financial obligation to a third party. d. 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, and (ii) Tenant has achieved “Investment Grade Status” (defined below), then at any time after December 31, 2012, the requirement to maintain the Letter of Credit may be terminated at Tenant’s election. For purposes hereof, Tenant shall be deemed to have achieved “Investment Grade Status” if Tenant has received a rating of ‘BBB’ or higher by Standard and Poor’s or Fitch, or ‘Baa’ or higher by Xxxxx’x. If Tenant does not obtain publicly rated debt, Tenant may seek a “Shadow Rating” by one of these agencies (or an alternate rating agency approved by Landlord in its sole discretion). If Tenant obtains a Shadow Rating equal to the then current expiry datelevels stated above, as Tenant shall be deemed to have achieved Investment Grade Status. e. Tenant agrees that, if there shall be an Event of Default by Tenant under the case Lease, after the expiration of any applicable notice or cure period, Landlord shall have the right to draw down, apply or retain the whole or any part of the Letter of Credit in an amount necessary to cure such default (the “Cure Amount”), including, without limitation the payment of (i) any Base Rent, Additional Rent or other sums of money which Tenant may benot have paid when due, either furnish to (ii) any sum expended by Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply in Tenant’s behalf in accordance with the provisions of the preceding sentence prior Lease, and (iii) any sum which Landlord is required to expend by reason of Tenant’s default, or any loss or damage which Landlord may suffer or incur, including, without limitation, any damage or deficiency in or from the reletting of the Premises as provided in the Lease. Tenant agrees that within five (5) days of receipt of notice of any such draw, use or application of the Cure Amount, Tenant shall provide Landlord with additional letter(s) of credit or cash collateral in an amount equal to the commencement deficiency. f. Tenant further agrees that, in addition to all of said the rights and remedies provided to Landlord pursuant to the Lease, whether or not the Lease or Tenant’s right to possession hereunder has been terminated, in the event Tenant has filed (or there has been filed against Tenant) a petition for bankruptcy protection or other protection from its creditors under any applicable and available law, then Landlord may at once and without notice to Tenant be entitled to draw down upon the entire amount of the Letter of Credit (or apply any cash collateral) then available to Landlord and apply such resulting sums toward reimbursement to Landlord for any damages suffered by Landlord as a result of such default. g. 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 the Lease or by law (it being intended that Landlord shall not first be required to proceed against the collateral) and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. h. In the event of a transfer of Landlord’s interest in the Building, Landlord shall have the right to (i) transfer the Letter of Credit to the transferee, or (ii) to require Tenant to cause the issuer of the Letter of Credit to deliver a valid and binding amendment changing the beneficiary of the Letter of Credit to the transferee, and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the Letter of Credit to a new Landlord. Tenant shall pay upon Landlord’s demand, as additional rent, any and all costs or fees charged in connection with the Letter of Credit that arise due to: (i) Landlord’s sale or transfer of all or a portion of the Building; or (ii) the addition, deletion, or modification of any beneficiaries under the Letter of Credit. i. Tenant further covenants that it will not assign or encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. j. Within thirty (30) day period shall be deemed to be a default under this Lease days after the later of (i) the expiration or earlier termination of the Lease, and (ii) the date Tenant completely vacates the Premises and Landlord mayhas inspected same, at Landlord shall return any time during said thirty (30) day period, draw upon such Deposit L/C remaining Letters of Credit to Tenant and retain as a security deposit hereunder execute any reasonable documentation requested by Tenant to effect the amount so drawn. As used herein, termination of the term "same.

Letter of Credit. Tenant has depositedConcurrently with the execution of this Sublease, Subtenant shall deliver to Sublandlord, and Subtenant shall maintain on deposit with Landlord at all times cause to be in effect during the initial Term entire term of this LeaseSublease, one or more an unconditional, irrevocable letter(s) letter of credit (each a "Deposit L/C") the “LOC”), in the "Required Amount" form attached hereto as Exhibit C, in the amount of Six Million Six Hundred Thirty-Two Thousand Eight Hundred Twenty-Three Dollars (as hereinafter defined$6,632,823). The issuer of the LOC must operate at least one (1) retail branch in New York City. The LOC shall permit partial draws and it shall permit multiple draws. Notwithstanding the preceding sentence, if Subtenant is not then in default under this Sublease and has not previously been in default on two (2) or more occasions, the amount of the LOC may be reduced to Four Million Four Hundred Forty-Three Thousand Nine Hundred Ninety-Two Dollars ($4,443,992) concurrently with the fifth (5th) anniversary of the Commencement Date. In addition, if Subtenant is not then in default under this Sublease and has not previously been in default on two (2) or more occasions, then the amount of LOC may be reduced to Two Million Nine Hundred Seventy-Seven Thousand Four Hundred Seventy-Four Dollars ($2,977,474) on the seventh (7th) anniversary of the Commencement Date. Subtenant shall not have any right to mortgage, assign or encumber any interest in the LOC without the prior written consent of Sublandlord, which may be withheld in Sublandlord’s sole and absolute discretion. Sublandlord shall have the right to transfer or mortgage its interest in this Sublease to any party and in such event, it shall have the right to concurrently transfer or assign its interest in the LOC. Sublandlord shall hold the LOC as security for the full and prompt paymentperformance of Subtenant’s obligations under this Sublease. If Subtenant defaults on any provision of this Sublease, performance and observance by Tenant of all Sublandlord may, without prejudice to any other remedy it has, draw on that portion of the covenants LOC necessary to (a) pay Basic Rent, Direct Expenses and obligations to be paid, performed and/or observed on the part of Tenant all other Additional Rent in default under this Lease and Sublease, (b) pay or reimburse Sublandlord for any amount that Sublandlord may spend or become obligated to spend in exercising Sublandlord’s rights under this Sublease, and/or (c) compensate Sublandlord for any expense, loss, or damage that Sublandlord, acting in good faith, expects to suffer because of Subtenant’s default. Any amount of the payment of any and all damages for which TenantLOC that is drawn on by Sublandlord, but not applied by Sublandlord, shall be final held by reason of Sublandlord as a security deposit which may be drawn by Sublandlord upon Subtenant’s default under the Lease. Sublandlord shall not be required to segregate any act security deposit or omission contrary to pay any interest on any security deposit. If Sublandlord draws on any portion of the provisions LOC and/or applies all or any portion of such draw, Subtenant shall, within five (5) business days after demand by Sublandlord reinstate the amount of the LOC to the full LOC amount required by the terms of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereofSection 9. If any Deposit L/C provides that Subtenant fails to renew or replace the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, LOC at least thirty (30) days prior to the date specified in before its expiration, such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period failure shall be deemed to be a default under this Lease and Landlord Sublandlord may, at without prejudice to any time during said thirty (30) day periodother remedy it has, draw upon such Deposit L/C and retain as a security deposit hereunder on the entire amount so drawn. As used herein, of the term "LOC.

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

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

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

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

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

Letter of Credit. This Article 59 amends and/or supplements the provisions of Articles 1.9, 3.1, 3.4 and 19.6 of the Lease. Upon the execution of this Lease, Tenant has depositedshall either (i) deposit in cash a security deposit of $218,316.00 or (ii) deliver to Landlord and shall, and shall except as otherwise provided herein, maintain on deposit with Landlord in effect at all times during the initial Lease Term hereof, an irrevocable, self-renewing letter of credit, in the form attached to this LeaseLease as Exhibit “J”, one or more unconditional, irrevocable letter(s) in the amount of $218,316.00 (such letter of credit (each a "Deposit L/C") in is hereinafter referred to as the "Required Amount" (as hereinafter defined“Letter of Credit”), as security for the full and prompt payment, performance and observance by Tenant . The Letter of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C Credit shall be issued by a bank banking corporation reasonably acceptable satisfactory to Landlord and having its principal place of business or its duly licensed branch or agency in the City and State of New York. The Letter of Credit shall: (i) be clean, irrevocable, unconditional and non-negotiable, except by Landlord; (ii) be for an initial term of not less than one (1) year; (iii) provide that Landlord shall be substantially in entitled to draw upon the form Letter of the letter Credit upon presentation of credit attached hereto on Exhibit D a sight draft; and made a part hereof. If any Deposit L/C provides (iv) provide that the amount drawable thereunder Letter of Credit shall cease to be available on deemed automatically renewed, without amendment, for consecutive periods of one (1) year, each year during the term of this Lease, and for a date prior to ninety (90) day period thereafter unless the date which is bank shall notify Landlord and Landlord’s attorneys by registered mail, return receipt requested, not less than thirty (30) days after preceding the then expiration date of the fourth (4th) Lease YearLetter of Credit, or if that the issuing bank elects not to renew such Letter of Credit, in which event Landlord shall give written notice have the right, by sight draft presented to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the bank, to receive the monies represented by the then current expiry dateexisting Letter of Credit and to hold and apply such proceeds in accordance with the provisions hereof. In the event that Landlord uses, applies or retains any portion of the proceeds of the Letter of Credit, Tenant shallshall forthwith restore the amount so applied or retained in cash or by good certified check so that, at least thirty (30) days prior all times, subject to the date specified in such Deposit L/C as being provisions herein set forth, the date on which such drawable amount will cease to be available, of the Letter of Credit or the then current expiry datecash security, as the case may be, either furnish shall be at least $218,316.00. In the event Tenant defaults in the respect of any of the terms, provisions, covenants and conditions of this Lease beyond applicable notice and cure periods, including but not limited to, the payment of annual Base Rent, Additional Rent and any additional charges due hereunder, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any Base Rent, Additional Rent or other charges or any other sum as to which Tenant is in default or for any sum which Landlord a renewal may expend or extension may be required to expend by reason of Tenant’s Event of Default in respect of any of the terms, provisions, covenants, and conditions of this Lease, including, but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. To insure that Landlord may utilize the security represented by the Letter of Credit in the manner, for the purposes and to the extent provided herein, each Letter of Credit shall provide that the full amount thereof may be drawn down by Landlord upon the presentation to the issuing bank of Landlord’s draft drawn on the issuing bank accompanied by the signed memorandum of Landlord indicating in substance the basis for Landlord’s charge against the Letter of Credit. A copy of such Deposit L/C or a new Deposit L/C. Failure memorandum shall be simultaneously furnished to comply Tenant; provided, however, that such memorandum as so presented shall be absolutely binding and unconditional on said issuing bank. Landlord’s right to draw down under said Letter of Credit shall, upon such presentation, also be absolute as against Tenant. In the event that Tenant defaults, after notice and the opportunity to cure as provided for in the Lease, with the provisions respect of any of the preceding sentence prior to the commencement terms, provisions, covenants and conditions of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord mayutilizes all or any part of the security represented by the cash security deposit or the Letter of Credit but does not terminate this Lease as provided herein, Landlord may in addition to exercising its rights as provided herein, retain the un-applied and unused balance of the principal amount of the cash security deposit or the Letter of Credit as security for the faithful performance and observance by Tenant thereafter of the terms, provisions and conditions of this Lease and may use, apply or retain the whole or any part of said balance to the extent required for payment of Base Rent, Additional Rent or other Tenant charges, or any other sum as to which Tenant is in default or for any sum which Landlord may expend or be required to expend by reason of Tenant’s default in respect to any of the terms, covenants, and conditions of this Lease. In the event Landlord applies or retains any portion or all of the security delivered hereunder, Tenant shall not only forthwith restore the amount so applied or retained so that at all times the amount deposited shall not be less than the security required by the first paragraph hereof or such adjusted amount as may be set forth hereinafter, but shall also immediately deposit with Landlord one (1) additional month of security based upon the monthly installment of Base Rent then payable to Landlord. Except as otherwise provided for herein, in the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this Lease, the security shall be promptly returned to Tenant after the Expiration Date and upon delivery of entire possession of the Premises to Landlord as required under this Lease. In the event of an assignment of this Lease or other transfer by Landlord, Landlord shall have the right to transfer any interest it may have in the security to the assignee and Landlord shall thereupon be released by Tenant from all liability for the return of such security, provided such assignee assumes any responsibilities of Landlord with respect to such security, and Tenant agrees to look solely to the new Landlord for the return of said security; and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. If at any time during said thirty the issuer bank shall fail to honor the sight draft of Landlord (30or its successor-in-interest) day periodon demand, or the issuer fails to remain a member of the New York Clearing House Association or its assets shall become less that $500 million, Landlord may demand of Tenant that Tenant replace such Letter of Credit with its cash equivalent or with a Letter of Credit from a commercial bank reasonably acceptable to Landlord, at Landlord’s option, and Tenant shall replace same within ten (10) business days thereafter. Time is of the essence with respect to all the dates and time period herein within which Tenant and any issuer of a Letter of Credit may pay and/or perform. In the event Landlord improperly draws on the Letter of Credit, then upon it being determined that such draw upon such Deposit L/C and retain as a security deposit hereunder down was improper, Landlord shall immediately pay Tenant the amount so improperly drawn. As used hereinNotwithstanding anything to the contrary contained in this Lease, and provided that (a) this Lease is in full force and effect and Tenant shall not have been in an Event of Default of this Lease and (b) Tenant shall have made all payments of Base Rent and Additional Rent payable under this Lease in a timely manner, then Tenant may provide to Landlord (and Landlord shall promptly thereafter execute and deliver to Tenant, if necessary) such instruments and authorizations, as may be reasonably required by the term "issuer of the Letter of Credit to reduce the face amount thereof by $54,579.00 to $163,737.00 as of the thirty-seventh (37th) month of the Lease Term. Notwithstanding anything to the contrary contained in this Lease, and provided that (a) this Lease is in full force and effect and Tenant shall not have been in an Event of Default of this Lease, (b) Tenant shall have made all payments of Base Rent and Additional Rent payable under this Lease in a timely manner and (c) the amount of the Letter of Credit has been reduced pursuant to the preceding paragraph, then Tenant may provide to Landlord (and Landlord shall promptly thereafter execute and deliver to Tenant, if necessary) such instruments and authorizations, as may be reasonably required by the issuer of the Letter of Credit to reduce the face amount thereof by an additional $54,579.00 to $109,158.00 as of the sixty-first (61st) month of the Lease Term. For purposes of this Article 59, payments of Base Rent and Additional Rent shall not be deemed to have been made in a timely manner if such payments are made more than five (5) days after such payments become due and payable more than once in any twelve (12) month period.

Letter of Credit. Until the Effective Date and the date that Tenant has depositedprovides to Landlord a fully enforceable New Letter of Credit as defined herein, the Letter of Credit referenced in paragraph 5.1 of the Lease (“Initial Letter of Credit”) shall remain in full force and shall maintain on deposit with Landlord at all times during effect. Tenant agrees and understands that this Amendment is conditioned upon Landlord’s receipt of the initial Term of this Lease, one or more unconditional, irrevocable letter(s) fully executed letter of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form as set forth on Exhibit A (“New Letter of Credit”) attached hereto simultaneously upon execution of this Amendment. In the event Landlord has not received a fully executed New Letter of Credit in satisfaction with these terms by said date, this Amendment shall be null and void at Landlord’s option. The New Letter of Credit shall be issued in the amount of $300,000.00. The amount of the letter New Letter of credit attached hereto Credit shall, subject to the terms and conditions set forth in the form on Exhibit D B, be reduced as follows: to $240,000.00 on August 1, 2011; to $180,000.00 on August 1, 2012; to $120,000.00 on August 1, 2013; and made to $60,000.00 on August 1, 2014. Landlord may draw on the New Letter of Credit upon prior notice to Tenant and upon submission of a part hereof. If any Deposit L/C provides certificate of Landlord, certifying the following: (i) that Tenant has defaulted under the Lease and or this Amendment (describing with specificity Tenant's default under a specific provision of the Lease or this Amendment), (ii) that Landlord has provided notice to Tenant of such default as required by the Lease, (iii) that the amount drawable thereunder shall cease applicable cure period has passed, and (iv) describing Landlord's actual monetary damage due to be available on a date prior to said default. So long as Tenant is not in default under the date which is thirty (30) days after Lease or this Amendment, the expiration New Letter of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period Credit shall be deemed to be a released on August 1, 2015. Provided Tenant is not in default under the Lease or this Lease Amendment, and so long as Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C has received the executed and retain enforceable New Letter of Credit as a security deposit hereunder the amount so drawn. As used provided herein, Landlord shall release the term "Initial Letter of Credit on the Effective Date.

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term (a) Upon execution of this LeaseAgreement, one or more Tenant shall deliver to Landlord an unconditional, irrevocable letter(s) irrevocable, transferable and negotiable standby letter of credit (each a the "Deposit L/C") in the an amount equal to $182,107.40 ("Required Face Amount" (as hereinafter defined"), issued by a bank or trust company ("Issuer") and in form and content acceptable to Landlord, in its sole and absolute discretion, as additional security for the full and prompt payment, performance and observance by Tenant of all of the covenants and Tenant's obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit An L/C in the form attached hereto as Exhibit B is hereby approved --------- by Landlord. The L/C shall name Landlord as beneficiary thereunder and provide that draws, including partial draws, at Landlord's election, will be issued honored upon the delivery to the Issuer of a certificate signed by a bank reasonably acceptable Landlord, or its authorized agent, that Tenant has failed to Landlord and shall be substantially in perform its obligations under the form of the letter of credit attached hereto on Exhibit D and made a part hereofLease. If any Deposit The L/C provides shall also provide that it will be automatically extended upon each renewal date unless the amount drawable thereunder shall cease Issuer thereof delivers to be available on a date Landlord, no later than forty-five (45) days prior to the stated expiration date which is thirty (30) days after the expiration of the fourth (4th) Lease YearL/C, or if the issuing bank shall give written notice of Issuer's intent not to Landlord that it will not extend such Deposit or renew the L/C for an additional twelve (12) months beyond C. During any period that Tenant is required to maintain the then current expiry dateL/C, Tenant shall, at least thirty (30) days prior to any expiration or termination of the date specified in such Deposit L/C, provide Landlord either with written confirmation that the existing L/C as being the date on which such drawable amount will cease to be available, automatically extended and renewed or the then current expiry date, as the case may be, either furnish to Landlord with a renewal or extension of such Deposit new L/C or a new Deposit that satisfies all of the requirements for the L/C. Failure C in this Paragraph 12. In addition, upon a proposed sale or other transfer of any interest in the Building, the Land, this Lease or Landlord (including consolidations, mergers, or other entity changes), Tenant, at its sole cost and expense and upon ten (10) Business Days' notice, shall, concurrent with Landlord's delivery to comply with the provisions Tenant of the preceding sentence prior then outstanding L/C, deliver to any such transferees, successors, or assigns a replacement L/C on identical terms (except for the commencement stated beneficiary) from the same Issuer or another bank or trust company acceptable to Landlord, in Landlord's sole discretion, naming the new landlord as the beneficiary thereof. Tenant's failure to perform or observe any of said thirty (30) day period the covenants set forth in this Paragraph 12 for any reason shall be deemed entitle Landlord to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit on the full amount of the L/C and retain shall constitute an Event of Default under this Lease without the requirement of any notice from Landlord. Any amount(s) drawn under the L/C shall be held or used by Landlord in accordance with the terms of Section 4 of the Lease. (b) If as a security deposit hereunder of the amount so drawn. As used hereinfirst (1st), second (2nd), third (3rd) and fourth (4th) anniversary dates following the Second Expansion Premises Commencement Date, (i) no prior or current Event of Default has occurred, and no event or condition exists or has occurred which with the passage of time or delivery of notice by Landlord, or both, would constitute an Event of Default, and (ii) Tenant has delivered to Landlord, on or before such anniversary dates, audited financial statements prepared in accordance with generally accepted accounting principles consistently applied and certified by Tenant's chief financial officer as being complete and accurate which confirm that Tenant has achieved and sustained positive net earnings for each of the four consecutive calendar quarters immediately preceding each applicable anniversary date, the term Face Amount of the L/C may be immediately reduced to (A) $145,685.92 on the first (1st) anniversary date of the Second Expansion Premises Commencement Date, (B) $109,264.41 on the second (2nd) anniversary date of the Second Expansion Premises Commencement Date, (C) $72,842.92 on the third (3rd) anniversary date of the Second Expansion Premises Commencement Date, and (D) $36,421.48 on the fourth (4th) anniversary date of the Second Expansion Premises Commencement Date, as applicable (the "L/C Burnoff")..

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

Letter of Credit. In lieu of a cash deposit, Tenant (at any time after delivery to Landlord of such cash deposit) may deliver the Security Deposit to Landlord in the form of a clean, irrevocable, non-documentary and unconditional letter of credit in the amount of the Security Deposit, in the form attached hereto as Exhibit H (the “Letter of Credit”) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking and drawing purposes in the City of New York (the “Issuing Bank”), which has depositedoutstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Mxxxx’x Investors Service and “AA” or better by Standard & Poor’s Ratings Service (and is not on credit-watch with negative implications), and has combined capital, surplus and undivided profits of not less than $500,000,000. The Letter of Credit shall maintain on deposit with (i) name Landlord at all times during the initial Term of this Leaseas beneficiary, one or more unconditional, irrevocable letter(s(ii) of credit (each a "Deposit L/C") be in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all amount of the covenants and obligations to Security Deposit, (iii) have a term of not less than one year, (iv) permit multiple drawings, (v) be paid, performed and/or observed on fully transferable by Landlord multiple times without the part consent of Tenant under this Lease and for without the payment of any fees or charges,(vi) be payable to Landlord or an authorized representative of Landlord upon presentation of only the Letter of Credit and all damages a sight draft and shall not contain as a condition to a draw the requirement of Landlord’s certification or other statement as to the existence of Tenant’s default, and (vii) otherwise be in form and content satisfactory to Landlord; provided, however, that Landlord shall in no event be obligated to accept a Letter of Credit for which Tenantany amount less than $50,000. If upon any transfer of the Letter of Credit, any fees or charges shall be final by reason of any act so imposed, then such fees or omission contrary to any of the provisions of this Lease. Each Deposit L/C charges shall be issued payable solely by a bank reasonably acceptable to Landlord Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be substantially in deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to Term through the date which that is thirty at least sixty (3060) days after the expiration of Expiration Date, unless the fourth Issuing Bank sends a notice (4ththe “Non-Renewal Notice”) Lease Year, or if the issuing bank shall give written notice to Landlord that it will by certified mail, return receipt requested, not extend such Deposit L/C for an additional twelve less than sixty (12) months beyond the then current expiry date, Tenant shall, at least thirty (3060) days prior to the then-current expiration date specified of the Letter of Credit, stating that the Issuing Bank has elected not to renew the Letter of Credit. Landlord shall have the right, upon receipt of a Non-Renewal Notice, to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold or apply the cash proceeds of the Letter of Credit pursuant to the terms of this Article 34. The Letter of Credit shall state that drafts drawn under and in such Deposit L/C as being compliance with the date on which such drawable amount terms of the Letter of Credit will cease be duly honored upon presentation to the Issuing Bank at an office location in New York City. The Letter of Credit shall be availablesubject in all respects to the International Standby Practices 1998, or International Chamber of Commerce Publication No. 590. Tenant shall cooperate, at Tenant’s expense, with Landlord to promptly execute and deliver to Landlord any and all modifications, amendments, and replacements of the then current expiry dateLetter of Credit, as Landlord may reasonably request to carry out the case may beintent, either furnish terms and conditions of this Article 34. If Tenant shall deliver to Landlord a renewal or extension Letter of such Deposit L/C or Credit in lieu of a new Deposit L/C. Failure cash deposit as herein provided, then within a reasonable period thereafter Landlord shall return to comply with Tenant the provisions unapplied balance, if any, of the preceding sentence prior cash deposit previously deposited by Tenant with Landlord as security, plus the interest thereon to the commencement of said thirty (30) day period shall be deemed extent not previously applied or paid to be a default under this Lease Tenant, and Landlord mayless, 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 hereinhowever, the term "administrative fee to which Landlord is entitled.

Letter of Credit. Tenant has deposited, Upon the full and shall maintain on deposit with Landlord at all times during the initial Term final execution of this Lease---------------- Agreement and as a condition precedent to the effectiveness of this Agreement, one or more in lieu of a cash deposit, REIT OP shall deliver to Prudential an unconditional, irrevocable letter(s) letter of credit issued by BankBoston in the amount of Four Million Three Hundred Seventy-Five Thousand Dollars (each a "Deposit L/C"$4,375,000.00) in the "Required Amount" (favor of Prudential as hereinafter defined), as security for beneficiary to secure the full and prompt payment, performance and observance by Tenant of all of the covenants and REIT OP's obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which TenantAgreement, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on as Exhibit D and made a part hereofE-1 ----------- (the "LETTER ------ OF CREDIT"). Unless converted to cash collateral as provided below, Prudential --------- shall return the Letter of Credit to REIT OP at Closing in accordance with Section 6.3.23 or in such other circumstances in which REIT OP is entitled to -------------- its return pursuant to the terms of this Agreement. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date at or prior to the date which Closing Prudential determines in its sole discretion that REIT OP is thirty (30) days after the expiration in default of the fourth (4th) Lease Year, its obligations under this Agreement or if the issuing bank shall give written Letter of Credit is about to expire, Prudential may, three (3) Business Days after delivery of notice to Landlord that it will not extend REIT OP of such Deposit L/C for an additional twelve (12) months beyond default or impending expiration and Prudential's intention to draw upon the then current expiry dateLetter of Credit, Tenant shall, at least thirty (30) days prior draw upon the Letter of Credit by providing a draw certificate to BankBoston in the form attached to the date specified Letter of Credit together with a draft payable to Prudential; provided, however, that in the event that -------- ------- REIT OP notifies Prudential of it objection to such Deposit L/C drawing within such three (3) day period, Prudential may convert the Letter of Credit to cash collateral by providing a draw certificate to BankBoston in the form attached to the Letter of Credit together with a draft payable to Xxxxxxx Title Guaranty Company whose mailing address is X.X. Xxx 0000, Xxxxxxx, Xxxxx 77252)"PRUDENTIAL'S TITLE ------------------ COMPANY"). In such event, BankBoston shall immediately wire transfer the sum of ------- Four Million Three Hundred Seventy-Five Thousand Dollars ($4,375,000.00) in immediately available United States, federal funds (the "ESCROW FUND") to ----------- Prudential's Title Company. The Escrow Fund shall thereafter be held and delivered by Prudential's Title Company as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply escrow agent in accordance with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period Escrow Agreement attached hereto as Exhibit E-2 and made a ----------- part hereof and any interest earned thereon shall be deemed considered a part of the Escrow Fund. In the event that the Letter of Credit has been converted to be a default under this Lease cash collateral pursuant to Section 2.3 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 hereinClosing nevertheless occurs ----------- thereafter, the term "Escrow Fund shall be returned to REIT OP at Closing.

Letter of Credit. Tenant has depositedNotwithstanding anything to the contrary set forth at ---------------- Paragraph 75 of the Lease Addendum, and shall maintain on deposit with Landlord at all times during prior to the initial Term Commencement Date of this the Lease, one or more unconditionalLessee shall deliver to Lessor, irrevocable letter(s) as additional security for Lessee's obligations under the Lease, including without limitation Lessee's obligation to pay to Lesson the additional rent set forth at paragraph 2, above, a letter of credit (each the "Letter of Credit"), from a "Deposit L/C") financial institution and in a form reasonably satisfactory to Lessor, in the "Required Amount" (as hereinafter defined), as security principal amount of $425,000. The Letter of Credit shall be in full force and effect for the full entire Lease Term; provided, however, in the event that Lessee is not at the time in material breach of its Lease obligations, which breach is uncured and prompt paymentongoing, performance and observance by Tenant of all the principal amount of the covenants Letter of Credit may be reduced to $325,000 after the expiration of the first three (3) years of the Lease Term, and obligations to $225,000 after the first four (4) years of the Lease Term, after which time the Letter of Credit shall remain at $225,000 for the remainder of the Lease Term. The Letter of Credit shall provide that Lessor may from time to time draw upon the Letter of Credit by written demand to the issuer thereof, executed by an officer of Lessor, stating that Lessee is in breach of the Lease and identifying the amount to be paiddrawn thereon in order to compensate Lessor for damages it has sustained as a result of said breach. In the event Lessor shall at any time sell or otherwise transfer the Premises, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, Lessee shall be final by reason obligated to obtain a replacement Letter of any act or omission contrary to any Credit in the name of the provisions of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is transferee within thirty (30) days after written demand therefor by Lessor. Lessee acknowledges and agrees that Lessor shall have the expiration right to draw upon said letter of credit in full in the fourth (4th) Lease Year, or if event Lessee has not provided to Lessor a substitute Letter of Credit in the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, form required hereby at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions expiration of the preceding sentence prior to the commencement then-effective Letter of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Credit.

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

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

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during Prior to Landlord's signing of the initial Term of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined)Tenant shall post, as security for Landlord's Costs associated with this lease, i.e., the full Leasehold Improvements provided for in Exhibit C, leasing commissions and prompt paymentlegal fees, performance and observance by Tenant an irrevocable, unconditional letter of all of the covenants and obligations to be paidcredit, 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 on Landlord's standard form, issued by a bank reasonably acceptable financial institution having branches in the State of Maryland and which institution shall be otherwise satisfactory to Landlord (the "Letter of Credit", or "LOC"). Notwithstanding anything to the contrary herein, the following provisions shall apply to the Letter of Credit: 4.2.1 The LOC shall name Landlord as the sole beneficiary, and shall be substantially in the form assignable by Landlord as part of any financing or sale of the letter Building. The initial amount of credit attached hereto on Exhibit D the LOC shall be equal to Five Hundred Thousand Dollars ($500,000.00). The LOC shall initially have a term of not less than one (1) year, and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease be renewed annually by Tenant (with Tenant to be available on a date prior deliver evidence of such renewal to the date which is Landlord no later than thirty (30) days after prior to the scheduled expiration date thereof). If Tenant fails to deliver evidence of the fourth (4th) Lease Year, or if the issuing bank shall give written notice such renewal to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to such expiration date, Landlord will give Tenant written notice of such failure. If Tenant fails to deliver evidence of such renewal within three (3) business days of written notice from Landlord, Landlord shall have the right to draw upon the LOC in full. Tenant may reduce the amount of such LOC annually at the beginning of each lease year as follows: Amount of Lease Year Letter of Credit Two $450,000.00 Three $400,000.00 Four $350,000.00 Five $300,000.00 Six $200,000.00 Seven $100,000.00 If the Landlord draws upon the LOC in full pursuant to this Article 4.2.1, Tenant shall have the right one time during the term of this Lease to obtain a new LOC in the amount required by the schedule set forth above. Immediately upon delivery of such new LOC to Landlord, and provided no default exists, Landlord shall return to Tenant the proceeds of the LOC drawn upon by Landlord. If Tenant delivers to Landlord such new LOC and a default does exist, Landlord will return the new LOC to Tenant and Landlord will continue to hold the proceeds of the LOC drawn upon by Landlord. 4.2.2 The LOC shall be unconditional and irrevocable, and shall provide that the same may be drawn upon by the presentation to the issuer of a sight draft executed by Landlord accompanied by a certificate of the Landlord which certifies (i) that the Landlord is entitled to draw upon the LOC pursuant to the terms of this Lease in accordance with Articles 4.2.4 below, and (ii) that the amount demanded from the financial institution does not exceed the amount available under the LOC on the date specified in such Deposit L/C as being the date on upon which such drawable amount will cease to draw is made. 4.2.3 The LOC shall provide that it may be available, drawn partially or the then current expiry datein full, as Landlord may elect, as provided for in this Lease. 4.2.4.1 Landlord shall have the case may be, either furnish right to draw upon the LOC immediately upon the occurrence of a monetary default under the Lease for Tenant's failure to make any payments to Landlord a renewal required under the Lease, including but not limited to any payments of Rent, Operating Costs, Property Taxes or extension any other additional rent, provided such default is not remedied within any applicable cure period. In the event of such Deposit L/C or a new Deposit L/C. Failure monetary default, Landlord shall be entitled to comply with draw upon the provisions of the preceding sentence prior LOC in an amount equal to the commencement sum in default (inclusive of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord mayany applicable late charges, 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 "etc.

Letter of Credit. An unconditional, irrevocable sight draft letter of credit, drawable in the San Francisco Bay Area, issued by a national bank reasonably satisfactory to Landlord (provided that Landlord hereby approves Silicon Valley Bank as an acceptable issuer of a Letter of Credit), naming Landlord as beneficiary and otherwise in form and substance reasonably satisfactory to Landlord. The Letter of Credit shall be for a one (1) year term and shall provide: (i) that Landlord may make partial and multiple draws thereunder; (ii) that if Tenant fails to pay any Rent due under the Lease (or a Deferred Rent Loan Payment pursuant to Section 1.1(8)) after applicable notice and cure periods, if any, with respect to any provision of the Lease, Landlord may at its sole option draw upon the Letter of Credit in an amount sufficient to cure such failure by Tenant, and the bank will honor a sight draft of Landlord accompanied only by a statement of Landlord that it has the right to draw upon the Letter of Credit pursuant to the terms of the Lease or the Tenant has depositedfiled a petition of bankruptcy; (iii) that notwithstanding such statement, the bank shall honor such draw without inquiry and the bank shall maintain on deposit with Landlord at all times during not have the initial Term authority, ability, right or discretion to inquire as to the basis for such statement; (iv) that in the event of this Landlord’s assignment or other transfer of its interest in the Lease, the Letter of Credit shall be freely transferable by Landlord, one or more unconditionaltimes, irrevocable letter(swithout charge and without recourse to the Landlord or the assignee or transferee of such interest; (v) that the Letter of credit Credit is governed by the Uniform Customs and Practice for Documentary Credits (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined2007 revisions), as security for the full and prompt payment, performance and observance by Tenant International Chamber of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this LeaseCommerce Publication No. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides 600; (vi) that the amount drawable thereunder shall cease Letter of Credit will be automatically renewed upon the expiration of its term for additional one (1) year periods, not to be available on a date prior to the date which is thirty extend beyond sixty (3060) days after the expiration Expiration Date of the fourth Lease; and (4thvii) Lease Year, or that if the issuing bank shall give written notice to Landlord that it will does not extend such Deposit L/C for an additional twelve (12) months beyond confirm the then current expiry date, Tenant shall, extension of the Letter of Credit at least thirty (30) days prior to the relevant annual expiration date specified in or if Tenant does not substitute a replacement Letter of Credit by such Deposit L/C as being the date on which such drawable amount will cease to be availabledate, or if a monetary Default occurs under the then current expiry dateLease, Landlord shall be entitled to draw on the Letter of Credit and to hold and apply such funds as the case may be, either furnish to Landlord a renewal or extension of such an additional Security Deposit L/C or a new Deposit L/C. Failure to comply in accordance with the provisions terms of the preceding sentence prior to Lease. A Letter of Credit substantially in the commencement form of said thirty (30) day period Rider 2 attached hereto 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 satisfy the amount so drawn. As used herein, the term "foregoing requirements.

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

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

Letter of Credit. 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(a) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as As security for the full and prompt payment, performance and observance by Tenant faithful payment of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant sums due under this Lease and the full and faithful performance of every covenant and condition of this Lease to be performed by Tenant, upon delivery of an executed copy of this Lease to Landlord, Tenant shall deliver to Landlord a letter of credit in the amount of Two Million Dollars ($2,000,000.00) (the “LC Amount”) in favor of Landlord and effective immediately upon issuance (the “Letter of Credit”). The Letter of Credit initially delivered pursuant to this paragraph and all substitutions, replacements and renewals of it, must be consistent with and shall satisfy all the following requirements: (i) the Letter of Credit shall be clean, irrevocable and unconditional; (ii) the Letter of Credit must be issued by a national bank which is a member of the New York Clearing House and which has a banking office dedicated to the administration and payment of letters of credit in the State of California, which bank must be reasonably satisfactory to Landlord (provided that for purposes hereof, Silicon Valley Bank shall be deemed to be an approved bank); (iii) the Letter of Credit shall have an expiration date no earlier than the first anniversary of the date of its issuance and shall provide for its automatic renewal from year to year unless terminated by the issuing bank by notice to Landlord given not less than sixty (60) days prior to its expiration date by registered or certified mail or recognized overnight courier service (and the final expiration date of the Letter of Credit and all renewals of it shall be no earlier than sixty (60) days following the end of the Lease Term); (iv) the Letter of Credit may be drawn at the State of California banking office of the issuer and must allow for draws to be made at sight pursuant to a form of draw request which has been approved by Landlord; (v) the Letter of Credit must allow for one draw in the whole amount or multiple partial draws (and Landlord shall not, as a condition to any draw, be required to deliver any certificate, affidavit or other writing to the issuer expressing the basis for the payment draw, nor shall the issuer have the right to inquire as to the basis for the draw); (vi) the Letter of any and all damages for which Tenant, Credit shall be final freely transferable by reason Landlord in connection with a transfer of any act or omission contrary Landlord’s interest in the Premises and this Lease; (vii) the Letter of Credit shall be governed by (A) the International Standby Practices (SP 98 published by the International Chamber of Commerce and (B) the United Nations Convention on Independent Guarantees and Standby Letters of Credit; and (viii) the Letter of Credit shall otherwise be in such reasonable form and shall be subject to any such reasonable requirements as Landlord may require. Without limiting the generality of the provisions foregoing, the Letter of this Lease. Each Deposit L/C shall Credit must be issued by a bank or financial institution reasonably acceptable to Landlord (x) that is chartered under the laws of the United States, any state thereof or the District of Columbia, and which is insured by the Federal Deposit Insurance Corporation, (y) whose long-term debt ratings on bank level senior debt obligations are rated in not lower than the second highest category by at least two of Pitch Ratings Ltd. (“Fitch”), Xxxxx’x Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services (“S&P”) or their respective successors (the “Rating Agencies”) (which, as of the date hereof, shall be substantially mean AA from Fitch, Aa from Moody’s or AA from S&P) and (z) which has a short-term deposit rating at the bank level in the form highest category from at least two Rating Agencies (which shall mean Fl from Fitch, P-1 from Moody’s and A-1 from S&P). (b) Landlord may draw on the Letter of Credit, in whole or in part at Landlord’s election, without advance notice to Tenant at any time or from time to time on or after (a) the occurrence of any Event of Default, or (b) if Tenant, or anyone in possession of the letter of credit attached hereto on Exhibit D and made a part hereof. If Premises (or any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30portion thereof) days through Tenant, holds over after the expiration or earlier termination of this Lease, or (c) Landlord is given notice by the issuer of the fourth (4th) Lease YearLetter of Credit that it is terminating the Letter of Credit, or if (d) the issuing bank shall give written notice to Landlord that it will Letter of Credit expires on a specified date by its terms and is not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, renewed or replaced at least thirty (30) days prior in advance of its expiration date, or (d) to the extent permitted by law, in the event any bankruptcy, insolvency reorganization or any other debtor creditor proceeding is instituted by or against Tenant. Tenant hereby waives the provisions of any law, now or hereafter in effect, which limits the manner in which Landlord may apply sums drawn from the Letter of Credit, it being agreed that Landlord may apply such amounts to pay delinquent payments due under this Lease, and the amount of any damage, loss, injury, expense or liability suffered or incurred by Landlord as a result of such Event of Default, without prejudice to any other remedy provided herein or provided by law. The balance of any amounts Landlord may draw on the Letter of Credit not so applied shall be held by Landlord as a cash security deposit to pay delinquent payments due under this Lease, and the amount of any damage, loss, injury, expense or liability suffered or incurred by Landlord as a result of an Event of Default. (c) In addition, if at any time the bank or financial institution that issues the Letter of Credit is declared insolvent, or is placed into receivership by the Federal Deposit Insurance Corporation or any other governmental or quasi-governmental institution, or if there is a material adverse change in the financial or business condition of the bank or financial institution from the date specified of this Lease as reasonably determined by Landlord, then following written notice from Landlord, Tenant shall have ten (10) days to replace the Letter of Credit with a new letter of credit from a bank or financial institution reasonably acceptable to Landlord. If Tenant does not replace the Letter of Credit with a new letter of credit from a bank or financial institution reasonably acceptable to Landlord within such ten (10) day period, then notwithstanding anything to the contrary herein, Tenant shall be in default under the Lease (without any further notice or opportunity to cure), and Landlord shall have the right to draw upon the Letter of Credit for the full amount of the Letter of Credit, and such amount shall be held by Landlord as a cash security deposit for application, at Landlord’s election, to pay delinquent payments due under this Lease, and the amount of any damage, loss, injury, expense or liability suffered or incurred by Landlord as a result of an Event of Default. (d) Landlord may apply any sum drawn on the Letter of Credit to pay delinquent payments due under this Lease, and the amount of any damage, loss, injury, expense or liability suffered or incurred by Landlord as a result of an Event of Default in such Deposit L/C order and priority as Landlord elects in its absolute discretion. If any of the proceeds drawn on the Letter of Credit are not so applied immediately, Landlord shall retain any such excess proceeds as a cash security deposit for application, at Landlord’s election, to pay delinquent payments due under this Lease, and the amount of any damage, loss, injury, expense or liability suffered or incurred by Landlord as a result of an Event of Default, in such order and priority as Landlord elects in its absolute discretion. Tenant shall, within ten (10) days after Landlord’s demand, restore the amount of the Letter of Credit drawn so that the Letter of Credit is restored to the original amount of the Letter of Credit, less any amount Landlord has drawn down by Landlord and held as a cash security deposit. If Tenant does not restore the Letter of Credit to such amount within the required time period, such non-restoration shall be considered an Event of Default. (e) Additionally, Landlord’s draw and application of all or any portion of the proceeds of the Letter of Credit shall not impair any other rights or remedies provided under this Lease or under applicable law and shall not be construed as a payment of liquidated damages. If Tenant shall have fully complied with all of the covenants and conditions of this Lease, the Letter of Credit and any amount held by Landlord as a cash security deposit shall be returned to Tenant or, if Landlord has drawn on the Letter of Credit, the amount being held as a cash security deposit, without interest, within sixty (60) days after the date on which expiration or termination of the Lease Term, delivery of possession of the Premises by Tenant to Landlord in accordance with this Lease, and the satisfaction by Tenant of all of its obligations under the Lease, (f) On any request by Landlord made during the Lease Term, Tenant shall cooperate in accomplishing any reasonable modification of the Letter of Credit requested by Landlord. If the Letter of Credit should be lost, mutilated, stolen or destroyed, Tenant shall cooperate, at no cost to Tenant, in obtaining the issuance of a replacement. (g) Tenant shall not assign or grant any security interest in the Letter of Credit and any attempt to do so shall be void and of no effect. (h) In the event of a sale or transfer of Landlord’s estate or interest in the Premises, Landlord shall transfer the Letter of Credit to the vendee or the transferee, Tenant shall pay any transfer fees charged by the issuing bank and Landlord shall thereafter be considered released by Tenant from all liability for the return of the Letter of Credit. Tenant shall cooperate in effecting such drawable amount will cease transfer. (i) No mortgagee or purchaser of any or all of the Premises at any foreclosure proceeding brought under the provisions of any mortgage shall (regardless of whether the Lease is at the time in question subordinated to the lien of any mortgage) be availableliable to Tenant or any other person for any or all amounts drawn against the Letter of Credit or any other or additional security deposit or other payment made by Tenant under the provisions of this Lease), unless Landlord has actually transferred the Letter of Credit to such mortgagee or purchaser, or the then current expiry datedelivered it in cash to such mortgagee or purchaser, as the case may be. (j) Notwithstanding anything to the contrary contained in this Lease, the LC Amount shall be reduced in accordance with the following schedule. Any reduction of the LC Amount may be effectuated either furnish via an amendment to Landlord a renewal or extension the existing Letter of such Deposit L/C Credit or a new Deposit L/C. Failure to comply with the provisions replacement Letter of Credit. Last day of the preceding sentence prior to 24th month following the commencement later of said thirty (30) the Commencement Date or the posting of the Letter of Credit $400,000.00 $1,600,000.00 Last day period shall be deemed to be a default of the 36th month following the later of the Commencement Date or the posting of the Letter of Credit $400,000.00 $1,200,000.00 Last day of the 48th month following the later of the Commencement Date or the posting of the Letter of Credit $400,000.00 $800,000.00 Last day of the 60th month following the later of the Commencement Dateor the posting of the Letter of Cred it $250,000.00 $550,000.00 Tenant agrees and acknowledges that the foregoing LC Amount reduction schedule is conditioned upon no Event of Default occurring and/or existing under this Lease at the time of each such reduction. In the event an Event of Default then exists under this Lease, then the foregoing reduction schedule shall be null and void and Landlord mayshall not be required to accept (nor shall Tenant be entitled to) any further reduction of the LC Amount; provided that upon Tenant curing any such Event of Default (and provided no other Events of Default then exist), at any time during said thirty the LC Amount shall be retroactively reduced by the applicable “Reduction Amount” Tenant shall not be entitled to reduce the LC Amount except as expressly set forth in this Paragraph 5(j). Provided no Event of Default exists, Landlord agrees, within ten (3010) business days after receipt of Tenant’s written request following the applicable reduction date, to execute and deliver to the bank a reduction certificate in the form required by the Letter of Credit to effect the applicable reduction permitted hereby. If Landlord fails to deliver such certificate to the bank within such ten (10) business day period, draw upon such Deposit L/C and retain as a security deposit hereunder then without limiting any other rights or remedies of Tenant, Tenant shall have the right to charge Landlord an amount so drawn. As used herein, equal to Five Hundred Dollars ($500.00) per day for each day thereafter until Landlord delivers the term "reduction certificate to the bank pursuant to the terms hereof.

Letter of Credit. Tenant has deposited, and shall maintain on deposit Simultaneously with Tenant's delivery to Landlord at all times during the initial Term of this LeaseLease and the first month's Base Rent in accordance with the provisions of Section 3 above, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined)Tenant shall deliver to Landlord, as security collateral for the full and prompt payment, faithful performance and observance by Tenant of all of the covenants and its obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment all losses and damages Landlord may suffer as a result of any and all damages for which Tenant, shall be final default by reason of any act or omission contrary to any of the provisions of Tenant under this Lease. Each Deposit L/C shall be , an irrevocable and unconditional negotiable letter of credit, in the form and containing the terms required herein, payable in the City of Alameda, California running in favor of Landlord issued by a solvent nationally recognized bank reasonably acceptable with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a National Banking Association, in the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) ("Initial Letter of Credit"). Upon the RP Commencement Date, the face amount of the Letter of Credit shall be increased to be Two Million Dollars ($2,000,000.00). The Letter of Credit shall be (a) at sight and irrevocable and unconditional, (b) maintained in effect, whether through replacement, renewal or extension, for 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 and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified expiration of the Letter of Credit, 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, but reasonable, 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, but reasonable, discretion, and shall provide, among other things, in effect that: (1) Landlord, or its then managing agent, shall have the right to draw down an amount up to the 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 Deposit L/C 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); (2) the Letter of Credit will be honored by the issuing bank without inquiry as being to the date on which accuracy thereof and regardless of whether the Tenant disputes the content of such drawable amount will cease statement; and (3) in the event of a transfer of Landlord's interest in the Building, Landlord shall transfer the Letter of Credit, in whole or in part (or cause a substitute letter of credit to be available, or the then current expiry datedelivered, as applicable), to the case may betransferee and thereupon the Landlord shall, either furnish 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 Landlord a renewal every transfer or extension assignment of such Deposit L/C the whole or any portion of said Letter of Credit to a new Deposit L/C. Failure Landlord. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to comply draw upon the Letter of Credit upon the occurrence of any default on the part of Tenant hereunder which continues beyond any applicable notice and cure periods. Tenant further acknowledges and agrees that if Landlord cannot draw upon the Letter of Credit within the times and in the manner as anticipated by Landlord herein, Landlord shall suffer irreparable damage, harm and injury. From 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 provisions 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 preceding sentence prior parties, including without limitation, any change in the identity of Landlord due to the commencement sale, transfer or other conveyance by Landlord of said thirty (30) day period shall be deemed its rights and interests in, to be a default and under this Lease to any other party, person or entity, the Letter of Credit shall immediately be amended or reissued to reflect such changes and the parties hereby agree to execute and submit to the Issuer such further applications, documents and instruments as may be necessary to effectuate same. It is the intention of the parties that each and every successor and assign of both Landlord and Tenant be bound by and subject to the terms and provisions of this Section 20.2. Landlord may, at any time during said thirty (30) day periodand without notice to Tenant and without first obtaining Tenant's consent thereto, draw upon assign all or any portion of its interest in and to the Letter of Credit to another party, person or entity, regardless of whether or not such Deposit L/C and retain assignment is separate from or as a security deposit hereunder part of the assignment by Landlord of its rights and interests in and to this Lease. If, as a result of any such application of all or any part of the Letter of Credit, the amount so drawn. As used hereinof the Letter of Credit shall be less than One Million Five Hundred Thousand Dollars ($1,500,000.00) or Two Million Dollars ($2,000,000.00), as applicable, Tenant shall within five (5) days thereafter provide Landlord with additional letter(s) of credit in an amount equal to the term "deficiency (or a replacement letter of credit in the total amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) or Two Million Dollars ($2,000,000.00), as applicable, and each such additional (or replacement) letter of credit shall comply with all of the provisions of this

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined)deliver to Terremark, as security collateral for the full and prompt payment, faithful performance and observance by Tenant of all of its obligations under the covenants Note, an irrevocable and obligations to be paidunconditional negotiable letter of credit, performed and/or observed on in the part form and containing the terms required herein, payable at the offices of Tenant under this Lease and for the payment Citibank’s Trade Finance Department, Tampa, Florida in favor of any and all damages for which Tenant, shall be final by reason of any act Terremark or omission contrary to any of the provisions of this Lease. Each Deposit L/C shall be its assignee issued by a solvent nationally recognized bank reasonably acceptable to Landlord with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a National Banking Association, in the amount of One Million Seven Hundred Thousand and No/100 Dollars ($1,700,000.00) (the “Letter of Credit”). The Letter of Credit shall be substantially (a) at sight and irrevocable and unconditional, (b) maintained in effect, whether through replacement, renewal or extension, until payment in full satisfaction of all amounts owed under the form Note has been made (the “Letter of the letter Credit Expiration Date”) and Tenant shall deliver a new Letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease Credit or certificate of renewal or extension to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, Terremark at least thirty (30) days prior to the date specified expiration of the Letter of Credit, without any action whatsoever on the part of Terremark, (c) subject to the Uniform Customs and Practices for Documentary Credits (1993-Rev) International Chamber of Commerce Publication #500, (d) acceptable to Terremark in its reasonable discretion, (e) permit partial draws, and (f) non-assignable except (i) by operation of law, (ii) by Terremark to Landlord, or (iii) with the prior consent of Tenant. In addition to the foregoing, the form and terms of the Letter of Credit (and the bank issuing the same) shall provide, among other things, in effect that: (1) Terremark, 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 Terremark’s (or Terremark’s then managing agent’s) statement that such Deposit L/C amount is due to Terremark under the terms of the Note, it being understood that if Terremark 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); and (2) the Letter of Credit will be honored by the issuing bank without inquiry as being to the date on which accuracy thereof and regardless of whether the Tenant disputes the content of such drawable amount will cease statement; and (3) in the event of Terremark’s assignment of the Note (subject to Paragraph 8 of the Note), Terremark shall transfer the Letter of Credit (as permitted above in subsection (f) of this Section 6, in whole or in part (or cause a substitute letter of credit to be available, or the then current expiry datedelivered, as applicable), to the case transferee, and thereupon Terremark shall, without any further agreement between the parties, be released by Tenant from any liability for the acts or omissions of the transferee with respect to the Letter of Credit, 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 holder of the Note.. Tenant hereby acknowledges and agrees that Terremark is entering into this Termination Agreement in material reliance upon the ability of Terremark to draw upon the Letter of Credit upon the occurrence of any default on the part of Tenant under the Note. Tenant further acknowledges and agrees that if Terremark cannot draw upon the Letter of Credit within the times and in the manner as anticipated by Terremark herein, Terremark may besuffer irreparable damage, either furnish harm and injury. Should the Letter of Credit need to Landlord be amended, modified or reissued, Terremark 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 issuing bank any and all documents or instruments as may be reasonably required to effectuate same. Each and every time there is a change in the identity or address of the parties, including without limitation, any change in the identity of the holder of the Note due to a permitted assignment of the Note to any other party, person or entity, the Letter of Credit shall promptly be amended or reissued to reflect such changes and the parties hereby agree to execute and submit to the issuing bank such further applications, documents and instruments as may be necessary to effectuate same. It is the intention of the parties that each and every successor and permitted assign of both Terremark and Tenant be bound by and subject to the terms and provisions of this Section 6. Terremark may not, at any time except as set forth in subsection (f) of this Section 6, assign all or any portion of its interest in and to the Letter of Credit to another party, person or entity. Tenant covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Terremark nor its successors or permitted assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the Letter of Credit Expiration Date, Terremark will accept a renewal thereof or extension substitute letter of credit (such Deposit L/C renewal or a new Deposit L/C. Failure substitute letter of credit to comply with the provisions of the preceding sentence prior to the commencement of said be in effect not later than thirty (30) day period days prior to the expiration thereof), which shall be irrevocable and automatically renewable as above provided through the Letter of Credit Expiration Date upon the same terms as the expiring letter of credit. However, if the Letter of Credit is not timely renewed or a substitution letter of credit is not timely received, or if Tenant fails to maintain the Letter of Credit in the amount and terms set forth in this Section 6, Terremark shall have the right to present such Letter of Credit to the issuing bank in accordance with the terms of this Section 6, and the entire sum evidenced thereby shall be paid to and held by Terremark as collateral for performance of all of Tenant’s obligations under the Note and for all losses and damages Terremark may suffer as a result of any default by Tenant under the Note. If there shall occur a default under the Note, Terremark may, but without obligation to do so, draw upon the Letter of Credit, in part or in whole, to cure such default of Tenant and/or to compensate Terremark for any and all damages of any kind or nature sustained or which may be sustained by Terremark resulting from Tenant’s default. Tenant agrees not to interfere in any way with payment to Terremark of the proceeds of the Letter of Credit, either prior to or following a “draw” by Terremark of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and Terremark as to Terremark’s right to draw from the Letter of Credit. No condition or term of this Agreement or the Note shall be deemed to be render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw drawing upon such Deposit L/C Letter of Credit in a timely mannerTenant will cause the Letter of Credit to be issued substantially in the form of Exhibit B attached hereto and retain made a part hereof. Notwithstanding anything contained herein to the contrary, including the Letter of Credit expiration date, upon payment in full of the first installment of Eight Hundred Fifty Thousand and No/100 Dollars ($850,000.00) as a security deposit hereunder required under the amount so drawn. As used hereinNote, the term "face amount of any Letter of Credit required hereunder may be reduced by Tenant to Eight Hundred Fifty Thousand and No/100 Dollars ($850,000.00).

Letter of Credit. On or prior to the Commencement Date, Tenant has deposited, and shall maintain on deposit with deliver in favor of Landlord at all times during the initial Term of this Lease, one or more unconditional, irrevocable letter(s) a letter of credit (each a "Deposit L/C") in the "Required Amount" sum of the Security Deposit (as hereinafter definedthe “Letter of Credit”), as security for the full and prompt payment, performance and observance by Tenant faithful payment of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant sums due under this Lease and for the payment full and faithful performance of any every covenant and condition of this Lease to be performed by Tenant; provided, however, the amount of the Letter of Credit shall be reduced to One Hundred Ten Thousand Six Hundred Sixty-Two and No/100 Dollars ($110,662.00) on February 1, 2021 (the “Reduction Date”); provided that if Tenant is in default under this Lease as of the Reduction Date, the amount of the Letter of Credit shall not be reduced, and provided further that, if Tenant is entitled to the reduction of the Letter of Credit pursuant to the terms set forth herein, Landlord shall promptly deliver to the issuing bank a statement signed by an authorized party of Landlord authorizing the reduction of the Letter of Credit as permitted hereunder, The Letter of Credit initially delivered pursuant to this paragraph and all damages for which Tenantsubstitutions, shall replacements and renewals of it must 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 consistent with and shall be substantially satisfy all the requirements in the form of the letter of credit criteria in Rider 1, attached hereto on Exhibit D hereto. 3.3.1 If the Letter of Credit is not delivered to and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty accepted by Landlord within fifteen (3015) days after the expiration Commencement Date, Landlord may, at its election, exercised in its absolute discretion, (a) void the Lease for failure of a condition subsequent or (b) proceed with its rights and remedies for an Event(s) of Default. 3.3.2 Landlord may draw on the Letter of Credit, in whole or in part at Landlord’s election, without advance notice to Tenant, at any time or from time to time, but only on or after the occurrence of any Event of Default, (a) if Tenant, or anyone in possession of the fourth Premises through Tenant, wrongfully holds over after the expiration or earlier termination of this Lease, (4thb) Lease Yearif Landlord is given notice by the issuer of the Letter of Credit that it is terminating the Letter of Credit, or (c) if issuer of the issuing bank shall give written Letter of Credit gives notice to Landlord that it will cease to act in that capacity, (d) if the Letter of Credit expires on a specified date by its terms and is not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, renewed or replaced at least thirty (30) days prior in advance of its expiration date, (e) to the date extent permitted by law, in the event any bankruptcy, insolvency, reorganization or any other debtor creditor proceeding is instituted by or against Tenant or (f) as otherwise specified in or in connections with the letter of credit. Notwithstanding, any draw(s) on the Letter of Credit shall not exceed those amounts reasonably necessary to cure any such Deposit L/C Event of Default. 3.3.3 Landlord may apply any sum drawn on the Letter of Credit to amounts owing to Landlord under this Lease in such order and priority as being Landlord elects in its absolute discretion. If any of the date proceeds drawn on the Letter of Credit are not applied immediately to sums owing to Landlord under this Lease, Landlord shall credit any such excess proceeds to future sums next due and owing to Landlord under this Lease. Tenant shall, within fifteen (15) business days after Landlord’s demand, restore the amount of the Letter of Credit drawn to its then-current amount (taking into account any reduction(s) pursuant to Section 3.3.1, above). If Tenant does not restore the Letter of Credit to its original amount within the required time period, such non-restoration shall be considered an Event of Default. 3.3.4 Additionally, Landlord’s draw and application of all or any portion of the proceeds of the Letter of Credit shall not impair any other rights or remedies provided under this Lease or under applicable law and shall not be construed as a payment of liquidated damages. If Tenant shall have fully complied with all of the covenants and conditions of this Lease, the remaining balance of the Letter of Credit shall be returned to Tenant or, if Landlord has drawn on the Letter of Credit, the remaining proceeds of the Letter of Credit which such drawable amount will cease are in excess of sums due the Landlord shall be repaid to Tenant, if not previously applied in accordance with Section 3.3.3, without interest, within thirty (30) business days after the expiration or termination of the Lease Term and delivery of possession of the Premises to Landlord in accordance with this Lease. 3.3.5 On any request by Landlord made during the Lease Term, Tenant shall cooperate in accomplishing any reasonable modification of the Letter of Credit requested by Landlord. If the Letter of Credit should be availablelost, mutilated, stolen or destroyed, Tenant shall cooperate in obtaining the issuance of a replacement. 3.3.6 Tenant shall not assign or grant any security interest in the Letter of Credit and any attempt to do so shall be void and of no effect. 3.3.7 In the event of a sale or transfer of Landlord’s estate or interest in the Land and Building, Landlord shall have the right to transfer the Letter of Credit to the vendee or the then current expiry datetransferee, Tenant shall pay any transfer fees charged by the issuing bank and Landlord shall thereafter be considered released by Tenant from all liability for the return of the Letter of Credit, subject to applicable law; provided, that Tenant shall not be required to pay such transfer fees on more than one (1) occasion per Lease Year. Tenant shall reasonably cooperate in effecting such transfer. 3.3.8 No mortgagee or purchaser of any or all of the Building at any foreclosure proceeding brought under the provisions of any mortgage shall (regardless of whether the Lease is at the time in question subordinated to the lien of any mortgage) be liable to Tenant or any other person for any or all amounts drawn against the Letter of Credit or any other or additional Lease Security Deposit or other payment made by Tenant under the provisions of this Lease), unless Landlord has actually delivered it in cash to such mortgagee or purchaser, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term ".

Letter of Credit. In lieu of a cash deposit, Tenant has depositedmay deliver to Landlord a clean, irrevocable, non-documentary and unconditional letter of credit (the "Letter of Credit") issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association (hereinafter referred to as the "Issuing Bank") with offices for banking purposes in the City of New York, which shall have outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as "+" or "-" or numerical notation, "Aa" or better by Moody's Investors Service and "AA" or better by Standard & Poor's Corporation, and has combined capital, surplus and undivided profits of not less than $500,000,000, which Letter of Credit shall maintain on deposit with name Landlord at all times as beneficiary, be in the amount of the Security Deposit, have a term of not less than one year, permit multiple drawings, be fully transferable by Landlord without the payment of any fees or charges, and otherwise be in form and content satisfactory to Landlord. If upon any transfer, any fees or charges shall be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit shall so specify. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the initial Term term of this Lease, one or more unconditional, irrevocable letter(s) of credit unless the Issuing Bank sends notice (each a the "Deposit L/CNon-Renewal Notice") in to Landlord by certified mail, return receipt requested, not less than 45 days next preceding the "Required Amount" (as hereinafter defined)then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. Landlord shall have the right, as security for exercisable within 20 days of its receipt of the Non-Renewal Notice, to draw the full and prompt payment, performance and observance by Tenant of all amount of the covenants and obligations to be paidLetter of Credit, performed and/or observed by sight draft on the part of Tenant under this Lease Issuing Bank, and for shall hold the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any proceeds of the provisions Letter of Credit pursuant to the terms of this Lease. Each Deposit L/C shall be issued by a bank reasonably acceptable to Landlord and shall be substantially in the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to the date which is thirty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (30) days prior to the date specified in such Deposit L/C as being the date on which such drawable amount will cease to be available, or the then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain Article as a cash security deposit hereunder the amount so drawn. As used herein, the term "pursuant to this Article 36.

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

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

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term (a) Upon execution of this LeaseAgreement, one or more Tenant shall deliver to Landlord an unconditional, irrevocable letter(s) irrevocable, transferable and negotiable standby letter of credit (each a the "Deposit L/C") in the an amount equal to $96,350.10 ("Required Face Amount" (as hereinafter defined"), issued by a bank or trust company ("Issuer") and in form and content acceptable to Landlord, in its sole and absolute discretion, as additional security for the full and prompt payment, performance and observance by Tenant of all of the covenants and Tenant's obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit An L/C in the form attached hereto as Exhibit B is hereby approved by Landlord. The L/C shall --------- name Landlord as beneficiary thereunder and provide that draws, including partial draws, at Landlord's election, will be issued honored upon the delivery to the Issuer of a certificate signed by a bank reasonably acceptable Landlord, or its authorized agent, that Tenant has failed to Landlord and shall be substantially in perform its obligations under the form of the letter of credit attached hereto on Exhibit D and made a part hereofLease. If any Deposit The L/C provides shall also provide that it will be automatically extended upon each renewal date unless the amount drawable thereunder shall cease Issuer thereof delivers to be available on a date Landlord, no later than forty- five (45) days prior to the stated expiration date which is thirty (30) days after the expiration of the fourth (4th) Lease YearL/C, or if the issuing bank shall give written notice of Issuer's intent not to Landlord that it will not extend such Deposit or renew the L/C for an additional twelve (12) months beyond C. During any period that Tenant is required to maintain the then current expiry dateL/C, Tenant shall, at least thirty (30) days prior to any expiration or termination of the date specified in such Deposit L/C, provide Landlord either with written confirmation that the existing L/C as being the date on which such drawable amount will cease to be available, automatically extended and renewed or the then current expiry date, as the case may be, either furnish to Landlord with a renewal or extension of such Deposit new L/C or a new Deposit that satisfies all of the requirements for the L/C. Failure C in this Paragraph 12. In addition, upon a proposed sale or other transfer of any interest in the Building, the Land, this Lease or Landlord (including consolidations, mergers, or other entity changes), Tenant, at its sole cost and expense and upon ten (10) Business Days' notice, shall, concurrent with Landlord's delivery to comply with the provisions Tenant of the preceding sentence prior then outstanding L/C, deliver to any such transferees, successors, or assigns a replacement L/C on identical terms (except for the commencement stated beneficiary) from the same Issuer or another bank or trust company acceptable to Landlord, in Landlord's sole discretion, naming the new landlord as the beneficiary thereof. Tenant's failure to perform or observe any of said thirty (30) day period the covenants set forth in this Paragraph 12 for any reason shall be deemed entitle Landlord to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit on the full amount of the L/C and retain as a security deposit hereunder shall constitute an Event of Default under this Lease without the amount so drawnrequirement of any notice from Landlord. As Any amount(s) drawn under the L/C shall be held or used herein, by Landlord in accordance with the term "terms of Section 4 of the Lease.

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

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

Letter of Credit. Tenant has deposited, and shall maintain on deposit with Landlord at all times during the initial Term Within five (5) business days of Tenant’s execution of this LeaseAddendum, one or more Tenant shall deliver to Landlord an unconditional, “clean,” irrevocable letter(s) letter of credit (each a "Deposit the “L/-C"”) in the "Required Amount" initial amount of Fifty Thousand Dollars (as hereinafter defined$50,000.00), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment of any and all damages for which Tenant, shall be final by reason of any act or omission contrary to any of the provisions of this Lease. Each Deposit L/-C shall be issued by a money-center bank (a bank which accepts deposits, maintains accounts, has a local San Francisco-Bay Area office which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord. The L-C shall be in a form reasonably satisfactory to Landlord and shall be substantially in provide, among other things, that (i) Gee-Aspora LLC, a California limited liability company is the form named beneficiary of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/-C, (ii) partial draws under the L-C provides that are permitted, (iii) the amount drawable thereunder shall cease to be available on a date prior L-C is transferable in its entirety without charge to the beneficiary, and (iv) notwithstanding any expiration date which is thirty of the L-C, the term of the L-C shall automatically renew throughout the Lease Term and for sixty (3060) days after following the expiration of the fourth Lease Term for successive, additional one (4th1) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shallyear periods unless, at least thirty (30) days prior to any such date of expiration, the date specified issuer notifies Landlord in such Deposit writing that the L/-C will not be renewed. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The L-C shall be held by Landlord as being security for the date on which such drawable amount will cease faithful performance by Tenant of all the terms, covenants, and conditions of the Lease, as amended hereby, to be availablekept 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 then current expiry date, as the case may be, either furnish to Landlord a renewal or extension of such Deposit L/-C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said for at lease an additional one (1) year period at least thirty (30) day period days before its expiration, Landlord may, but shall not be required to, draw upon all or 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 a default 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 may(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, at 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 time during said 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) day period, draw upon such Deposit L/C and retain as a security deposit hereunder days following the amount so drawn. As used herein, expiration of the term "Lease Term.

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

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

Letter of Credit. Tenant has depositedshall deliver the Security Deposit to Landlord in the form of an irrevocable letter of credit in the amount of the Security Deposit in the form attached hereto as Exhibit E (the “Letter of Credit”) issued by and drawable upon any commercial bank, trust company, national banking association or savings and loan association with offices for banking and drawing purposes in California (the “Issuing Bank”) that is reasonably approved by Landlord and is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Xxxxx’x Investors Service and “AA” or better by Standard & Poor’s Ratings Service (and is not on credit-watch with negative implications). Except as otherwise provided in the form attached as Exhibit E, the Letter of Credit shall (i) name Landlord as beneficiary, (ii) be in the amount of the Security Deposit, (iii) have a term of not less than one year, (iv) permit multiple drawings, (v) be fully transferable by Landlord multiple times without the consent of Tenant, and shall maintain on deposit with Landlord at all times during the initial Term of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined), as security for the full and prompt payment, performance and observance by Tenant of all of the covenants and obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for without the payment of any fees or charges, (vi) be unconditional except for any reasonable demand requirements of the Issuing Bank (such as a statement from Landlord that Tenant is in default), and all damages for which Tenant(vii) otherwise be in form and content reasonably satisfactory to Landlord. If upon any transfer of the Letter of Credit, any fees or charges shall be final by reason of any act so imposed, then such fees or omission contrary to any of the provisions of this Lease. Each Deposit L/C charges shall be issued payable solely by a bank reasonably acceptable to Landlord and Tenant. The Letter of Credit shall provide that it shall be substantially in deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the form of the letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior to Term through the date which that is thirty at least sixty (3060) days after the expiration of final Expiration Date (as may be extended pursuant to Tenant’s right to renew pursuant to Section 41), unless the fourth Issuing Bank sends a notice (4ththe “Non-Renewal Notice”) Lease Yearto Landlord by registered mail, return receipt requested, or if the issuing bank shall give written notice to Landlord that it will by receipted courier service, not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least less than thirty (30) days prior to the then-current expiration date specified of the Letter of Credit, stating that the Issuing Bank has elected not to renew the Letter of Credit. If Tenant fails to provide a Replacement Letter of Credit (as defined below) within ten (10) business days of Landlord’s receipt of a Non-Renewal Notice, Landlord shall have the right, upon receipt of a Non-Renewal Notice, to draw the full amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold or apply the cash proceeds of the Letter of Credit pursuant to the terms of Section 7.1 and this Section 7.2 until the Tenant provides the Replacement Letter of Credit, at which time Landlord must return the cash Security Deposit to Tenant, and Landlord shall retain the Replacement Letter of Credit pursuant to the terms hereof. The Letter of Credit shall state that drafts drawn under and in such Deposit L/C as being compliance with the date on which such drawable amount terms of the Letter of Credit will cease be duly honored upon presentation to the Issuing Bank at an office location in California. The Letter of Credit shall be availablesubject in all respects to the International Standby Practices 1998, or International Chamber of Commerce. Tenant shall cooperate, at Tenant’s expense, with Landlord to promptly execute and deliver to Landlord any and all modifications, amendments and replacements of the then current expiry dateLetter of Credit, as Landlord may reasonably request to carry out the case may beintent, either furnish to Landlord a renewal or extension terms and conditions of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions of the preceding sentence prior to the commencement of said thirty (30) day period shall be deemed to be a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw upon such Deposit L/C and retain as a security deposit hereunder the amount so drawn. As used herein, the term "Section 7.2.

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

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

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

Letter of Credit. Tenant has deposited, and shall maintain on deposit Concurrently with Landlord at all times during the initial Term Lessee’s execution of this Lease, one or more unconditional, irrevocable letter(s) of credit (each a "Deposit L/C") in the "Required Amount" (as hereinafter defined)Lessee shall deliver to Lessor, as security protection for the full and prompt payment, faithful performance and observance by Tenant Lessee of all of the covenants and its obligations to be paid, performed and/or observed on the part of Tenant under this Lease and for the payment all losses and damages Lessor may suffer (or which Lessor reasonably estimates that it may suffer) as a result of any breach or default by Lessee under this Lease, an irrevocable and all damages unconditional negotiable standby letter of credit (the “Letter of Credit”), in the form attached hereto as Exhibit ”G” and containing the terms required herein, payable in the City of Los Angeles, California, running in favor of Lessor and issued by a solvent, nationally recognized bank with a long term rating of BBB or higher, under the supervision of the Superintendent of Banks of the State of California, or a national banking association, in the amount equal to $292,995.00 ($45.00 per usable square feet of Premises) (the “Letter of Credit Amount”). The Letter of Credit shall (i) be “callable” at sight, irrevocable and unconditional, (ii) be fully assignable by Lessor, its successors and assigns, (iii) permit partial draws and multiple presentations and drawings, and (iv) be otherwise subject to the Uniform Customs and Practices for which TenantDocumentary Credits (1993-Rev), International Chamber of Commerce Publication #500, or the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. In addition to the foregoing, the form and terms of the Letter of Credit (and the bank issuing the same (the “Bank”) shall be acceptable to Lessor, in Lessor’s sole discretion. Lessor, or its then managing agent, shall be final by reason have the right to draw down an amount up to the face amount of any act or omission contrary to the Letter of Credit if any of the provisions following shall have occurred or be applicable: (A) such amount is due to Lessor under the terms and conditions of this Lease, or (B) Lessee 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 Lessee under the Bankruptcy Code, or (D) the Bank has notified Lessor that the Letter of Credit will not be renewed or extended through the LC Expiration Date, or (E) Lessee shall have failed to obtain all necessary approvals to become a federally insured bank by July 1, 2007. Each Deposit L/C The Letter of Credit will be honored by the Bank regardless of whether Lessee disputes Lessor’s right to draw upon the Letter of Credit. The Letter of Credit shall be issued by a bank reasonably acceptable maintained in effect for the sum of $292,995.00 until the last calendar day of the ninth (9th) full calendar month following the Commencement Date, and then the Letter of Credit shall be reduced to Landlord the sum of $146,497.50, and shall be substantially continue in said amount until the form last calendar day of the eighteen (18th) full calendar month following the Commencement Date, whereupon the Letter of Credit shall then expire (the “LC Expiration Date”). The Letter of Credit shall provide that Lessor, its successors and assigns, may, at any time and without notice to Lessee and without first obtaining Lessee’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the Letter of Credit to another party, person or entity, regardless of whether or not such transfer is separate from or as a part of the assignment by Lessor of its rights and interests in and to this Lease. In connection with any such transfer of the Letter of Credit by Lessor, Lessee shall, at Lessee’s sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer, and Lessee shall be responsible for paying the Bank’s transfer and processing fees in connection therewith. Lessee further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Lessor nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the LC Expiration Date, Lessor will accept a renewal thereof (such renewal letter of credit attached hereto on Exhibit D and made a part hereof. If any Deposit L/C provides that the amount drawable thereunder shall cease to be available on a date prior in effect and delivered to the date which is thirty Lessor, as applicable, not later than sixty (30) days after the expiration of the fourth (4th) Lease Year, or if the issuing bank shall give written notice to Landlord that it will not extend such Deposit L/C for an additional twelve (12) months beyond the then current expiry date, Tenant shall, at least thirty (3060) days prior to the date specified expiration of the Letter of Credit), which shall be irrevocable and automatically renewable as above provided through the LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Lessor in such Deposit L/C as being its sole discretion. However, if the date on which such drawable amount will cease to be availableLetter of Credit is not timely renewed, or if Lessee fails to maintain the then current expiry dateLetter of Credit in the amount and in accordance with the terms set forth in this Section 5.2, Lessor shall have the right to present the Letter of Credit to the Bank in accordance with the terms of this Section 5.2, and the proceeds of the Letter of Credit may be applied by Lessor against any Rent payable by Lessee under this Lease that is not paid when due and/or to pay for all losses and damages that Lessor has suffered or that Lessor reasonably estimates that it will suffer as a result of any breach or default by Lessee under this Lease. Any unused proceeds shall constitute the case property of Lessor and need not be segregated from Lessor’s other assets. Lessee hereby acknowledges and agrees that Lessor is entering into this Lease in material reliance upon the ability of Lessor to draw upon the Letter of Credit upon the occurrence of any breach or default on the part of Lessee under this Lease. If Lessee shall breach any provision of this Lease or otherwise be in default hereunder, Lessor may, but without obligation to do so, and without notice to Lessee, draw upon the Letter of Credit, in part or in whole, to cure any breach or default of Lessee and/or to compensate Lessor for any and all damages of any kind or nature sustained or which Lessor reasonably estimates that it will sustain resulting from Lessee’s breach or default of this Lease, including, but not limited to, all damages or rent due upon termination of this Lease pursuant to Section 1951.2 of the California Civil Code. The use, application or retention of the Letter of Credit, or any portion thereof, by Lessor shall not prevent Lessor from exercising any other right or remedy provided by this Lease or by any applicable law, it being intended that Lessor shall not first be required to proceed against the Letter of Credit, and shall not operate as a limitation on any recovery to which Lessor may beotherwise be entitled. Lessee agrees not to interfere in any way with payment to Lessor of the proceeds of the Letter of Credit, either furnish prior to Landlord or following a renewal or extension “draw” by Lessor of such Deposit L/C or a new Deposit L/C. Failure to comply with the provisions any portion of the preceding sentence prior Letter of Credit, regardless of whether any dispute exists between Lessee and Lessor as to Lessor’s right to draw upon the commencement Letter of said thirty (30) day period Credit. No condition or term of this Lease shall be deemed to be render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a default under this Lease and Landlord may, at any time during said thirty (30) day period, draw drawing upon such Deposit L/C Letter of Credit in a timely manner. Lessee agrees and retain acknowledges that (i) the Letter of Credit constitutes a separate and independent contract between Lessor and the Bank, (ii) Lessee is not a third party beneficiary of such contract, (iii) Lessee has no property interest whatsoever in the Letter of Credit or the proceeds thereof, and (iv) in the event Lessee becomes a debtor under any chapter of the Bankruptcy Code, neither Lessee, any trustee, nor Lessee’s bankruptcy estate shall have any right to restrict or limit Lessor’s claim and/or rights to the Letter of Credit and/or the proceeds thereof by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise. Lessor and Lessee acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or any proceeds thereof be (i) deemed to be or treated as a “security deposit” within the meaning of California Civil Code Section 1950.7, (ii) subject to the terms of such Section 1950.7, or (iii) intended to serve as a “security deposit” within the meaning of such Section 1950.7. The parties hereto (A) recite that the Letter of Credit is not intended to serve as a security deposit hereunder and such Section 1950.7 and any and all other laws, rules and regulations applicable to security deposits in the amount so drawn. As used hereincommercial context (“Security Deposit Laws”) shall have no applicability or relevancy thereto, and (B) waive any and all rights, duties and obligations either party may now or, in the term "future, will have relating to or arising from the Security Deposit Laws.

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

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