Common use of Letter of Credit Clause in Contracts

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the Upon execution of this Lease, Tenant may shall deliver to Landlord an a clean, irrevocable and transferable letter of credit (the “Letter of Credit”) running established in Landlord’s (and its successors’ and assigns’) favor of Landlord, with in the Letter of Credit securing Tenant’s obligations hereunder subject Amount, issued by a federally insured banking or lending institution (i.e., insured by the FDIC) with a retail banking branch located within the continental United States reasonably acceptable to the terms Landlord and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject other form and substance reasonably acceptable to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall specifically provide for partial draws, shall be issued self-renewing annually as an “Evergreen” letter of credit, without amendment, for additional one-year periods, shall have a term that is self-renewing until sixty (60) days after the expiration of the Term of the Lease and shall by its terms be transferable by the beneficiary thereunder for a bank acceptable transfer fee not to exceed $250.00 payable by Tenant. If Tenant fails to make any payment of rent or other charges due to Landlord in under the terms of the Lease, or otherwise defaults hereunder, beyond any applicable notice and cure period, Landlord, at Landlord’s reasonable discretion and option, may make a demand for payment under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable in an amount equal to the amounts then due and owing to Landlord in Landlord’s reasonable discretionunder the Lease. In the event that Landlord draws upon the Letter of Credit, Tenant shall at its cost substitute another present to Landlord a replacement Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The the full Letter of Credit Amount satisfying all of the terms and conditions of this Section within ten (10) days after receipt of notice from Landlord of such draw. Tenant’s failure to do so within such 10-day period will constitute a default hereunder (Tenant hereby waiving any additional notice and grace or cure period), and upon such default Landlord shall be irrevocable for entitled to immediately exercise all rights and remedies available to it hereunder, at law or in equity. In the period ending no less than one (1) year after the date of issuance. Tenant shall renew event that the Letter of Credit and maintain it for is terminated by the period ending one hundred twenty issuer thereof prior to the date that is sixty (12060) days after the end expiration date of this Lease, as set forth above, and Tenant has not presented to Landlord a replacement Letter of Credit which complies with the terms and conditions of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section Lease on or unless the issuing bank delivers a notice of non-renewal no later than before thirty (30) days before expiration. If prior to the expiration date of any such Letter of Credit then held by Landlord, then Tenant fails shall be deemed in default hereunder and Landlord, in addition to renew all other rights and remedies provided for hereunder, shall have the right to draw upon the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt then held by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms any such amount paid to Landlord by the issuer of the Letter of Credit shall be reasonably acceptable held in a segregated account by Landlord as security for the performance of Tenant’s obligations hereunder. Any interest earned on such amounts shall be the property of Landlord. Landlord’s election to draw under the Letter of Credit and to hold the proceeds of the drawing under the Letter of Credit in a segregated account shall not be deemed a cure of any default by Tenant hereunder and shall not relieve Tenant from its obligation to present to Landlord a replacement Letter of Credit which complies with the terms and conditions of this Lease. Tenant acknowledges that any proceeds of a draw made under the Letter of Credit and thereafter held in a segregated account by Landlord may be used by Landlord to cure or satisfy any obligation of Tenant hereunder as if such proceeds were instead proceeds of a draw made under a Letter of Credit that remained outstanding and in full force and effect at the time such amounts are applied by Landlord to cure or satisfy any such obligation of Tenant. Tenant hereby affirmatively disclaims any interest Tenant has, may have, claims to have, or may claim to have in any proceeds drawn by Landlord under the Letter of Credit and held in accordance with the terms hereof. Without limiting the generality of the foregoing, Tenant expressly acknowledges and agrees that at the end of the Term of the Lease (whether by expiration or earlier termination hereof), and if Tenant is not then in default under this Lease, Landlord shall providereturn to the issuer of the Letter of Credit or its successor (or as such issuer may direct in writing) any remaining and unapplied proceeds of any prior draws made under the Letter of Credit, among other thingsand Tenant shall have no rights, residual or otherwise, in effect that:or to such proceeds. In addition to the foregoing, Landlord will have the right to require Tenant to have a new Letter of Credit issued in accordance with the above requirements from a different Issuer if either the original Issuer is placed on an FDIC “watch list”, if the FDIC or similar state or federal banking regulatory agency is appointed as receiver or conservator for such Issuer or if Landlord analyzes such Issuer’s capitalization, asset quality, earnings, and/or liquidity and in Landlord’s sole and absolute discretion, disapproves of such Issuer’s financial wherewithal and ability to remain as the issuer of the Letter of Credit. Such new Letter of Credit must comply with the foregoing requirements and must be issued within thirty (30) days of Landlord’s demand therefor. Provided Tenant is not then in default (regardless of any notice and cure periods) and has not been in default under this Lease beyond any applicable notice and cure periods during the prior twelve (12) months, the Letter of Credit Amount shall reduce during the Term of this Lease on the first date of the respective Lease Year as set forth below: Date of Reduction Amount of Reduction of Letter of Credit Remaining Letter of Credit Amount after Reduction First day of the 2nd Lease Year of the Term $ 13,148.44 $ 52,593.76 First day of the 3rd Lease Year of the Term $ 13,148.44 $ 39,445.32 First day of the 4th Lease Year of the Term $ 13,148.44 $ 26,296.88 First day of the 5th Lease Year of the Term $ 13,148.44 $ 13,148.44 Should Tenant be in default (regardless of any notice and cure periods) as of the specified reduction date, or if Tenant otherwise has been in default as specified above beyond any applicable notice and/or cure periods, no reduction shall occur as of such applicable date. The Letter of Credit shall specifically provide that the Letter of Credit is subject to reduction in accordance with the terms of the Lease. If Tenant is then or has been in default and the Letter of Credit balance is not or was not reduced, then at the first date of the next scheduled reduction Lease Year, the Letter of Credit Amount will only be reduced by the next scheduled reduction amount and will not skip to the otherwise applicable Lease Year.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of addition to its primary obligations under this Lease, Tenant may deliver shall, commencing March 31, 2000, and continuing throughout the Lease Term (including any Extension Terms), at any time that Tenant fails to Landlord meet or equal the "Financial Standards" set forth below, provide security against a default by Tenant under this Lease in the form of an irrevocable and transferable unconditional, irrevocable, standby letter of credit (“Letter of Credit”) running in favor of Landlord"LC"), naming Landlord as the payee thereunder, with terms as described in more detail below. The LC shall be in an amount equal to six (6) months' then current Base Rent and shall be increased by the Letter amount of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth upon any increase in the monthly Base Rent payable under this Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit LC shall be issued by a money center bank (a bank which accepts deposits, maintains accounts, has a local San Diego office which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord, and shall be in a form and content reasonably acceptable to Landlord and in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionform required hereunder. The Letter of Credit LC shall be irrevocable for the period ending no less than one (1) year after the date drawable by Landlord upon presentation of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant a sight draft or demand to the provisions of this Section LC issuer. Landlord may present such a sight draft or unless demand if (i) the issuing bank delivers a notice of non-renewal no later than LC has not been renewed and replaced by Tenant at least thirty (30) days before expirationprior to the expiration date of the then effective LC, or (ii) Tenant commits a default under this Lease; provided, however, proceeds of the drawn LC shall be applied to Rent, damages or charges to which Landlord is entitled under the Lease as a result of Tenant's default. If Landlord makes a draw upon the LC pursuant to this Section 21.1 and Tenant fails to renew replenish the Letter of Credit LC (or, if applicable, the CD described in Section 21.4 below) within ten (10) Business Days of its expirationdays thereafter to an amount equal to six (6) months' then current Base Rent, then Tenant shall be in default under this Lease. The LC is not intended to represent liquidated damages for Tenant's default, but only a mechanism for paying the Rent, damages or charges to which Landlord may be entitled. If allowed by the issuing bank, Landlord may draw on shall be entitled to grant a security interest in, or make a collateral assignment of, Landlord's rights under the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt LC in connection with mortgage indebtedness incurred by Landlord of to a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1bona fide third-party institutional lender in an arm's-length transaction. The form LC shall indicate that it is transferable in it entirety by Landlord as beneficiary and terms that upon receiving written notice of the Letter transfer and upon presentation to the issuer of Credit the LC the issuer will reissue the LC naming such transferee as beneficiary. Tenant shall be reasonably acceptable to Landlord and shall providepay all expenses, among other thingspoints, and/or fees incurred in effect that:obtaining the LC. PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems]

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with Provided the execution conditions of this LeaseSECTION 23.03 have been satisfied, Tenant may deliver shall have the right to Landlord an irrevocable and transferable post a letter of credit as the Security Deposit. The letter of credit shall (“Letter i) be issued by a federally insured bank having an office in the Washington, D.C. metropolitan area which is reasonably acceptable to Landlord; (ii) be irrevocable; (iii) authorize the Landlord to draw by its sight draft accompanied by a certificate by Landlord (or its representative) that Landlord is entitled to draw upon the same pursuant to provisions of Credit”this Lease and (iv) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject by its terms shall not expire prior to the terms and conditions set forth in first year anniversary of the LeaseCommencement Date. The terms At least thirty (30) days prior to the expiration of the Letter of Credit, which are subject to Landlord’s reasonable consent, Tenant shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable deliver to Landlord in Landlord’s reasonable discretion and under the supervision one of the banking commission following (i) cash in an amount equal to the Security Deposit, (ii) an amendment to the letter of credit extending the State expiry date for an additional year or (iii) a new letter of California or the Federal Deposit Insurance Corporation. If the credit having an expiry date of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit least one year from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuanceexpiration of the existing letter of credit. Should Tenant shall renew deliver either a new letter of credit or cash in lieu of the Letter letter of Credit and maintain it for credit, then, Landlord will return the period ending one hundred twenty letter of credit to Tenant. The failure of Tenant to deliver Landlord an extension of the letter of credit, a new letter of credit or cash in lieu of the letter of credit, at least thirty (12030) days after prior to the end expiration of the calendar year in which date of the Term expires, letter of credit Landlord is holding as a Security Deposit shall entitle Landlord to draw upon the letter of credit and shall provide that it is automatically renewable for the Term, unless released hold such proceeds pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:SECTION 23.01 hereof.

Letter of Credit. In lieu of providing If Tenant elects to use a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (the “Letter of Credit”) running in favor of Landlordas the Security Deposit, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a money-center bank acceptable to Landlord in Landlord’s reasonable discretion and (a solvent, nationally recognized bank with a long term rating of BBS, or higher, under the supervision of the banking commission Superintendent of Banks of the State of California, or a national banking association, which accepts deposits, maintains accounts, has a local California office which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord (the “L-C Bank”), and which Letter of Credit shall be in the form of Exhibit G attached hereto. The L-C Bank shall have a local Santa Xxxxx County office that will negotiate the Letter of Credit, or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues if no local office then the Letter of Credit becomes unacceptable shall provide for draws by Landlord upon delivery of the written draw request by courier or by fax (to Landlord in be confirmed by telephone and with original to follow within three (3) business days) and payment to be made by wire transfer to Landlord’s reasonable discretion, Tenant shall at its cost substitute another account as directed by Landlord upon receipt of the original or fax request. The Letter of Credit shall by its terms expire not less than one (1) year from the date issued, and shall provide for automatic one (1) year extensions unless Landlord is notified in writing not less than ninety (90) days prior to such expiration from the L-C Bank that the Letter of Credit will not be extended. In any event, unless Tenant deposits with Landlord a bank that is acceptable to Landlord in Landlord’s sole reasonable discretioncomparable cash Security Deposit or a replacement Letter of Credit, said Letter of Credit shall be renewed by Tenant for successive periods of not less than one (1) year throughout the Term. The Letter of Credit shall be irrevocable maintained in effect, whether through renewal or extension, for the period ending no less than one form the Lease Commencement Date and continuing until the date that is thirty (130) year days after the date expiration of issuance. the Lease Term, and Tenant shall renew deliver a new Letter of Credit or certificate of renewal or extension to Landlord at least thirty (30) days before the expiration of the Letter of Credit and maintain it for then held by Landlord, without any action whatsoever on the period ending one hundred twenty part of Landlord. Tenant’s failure to so deliver, renew (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant including specifically but not limited to the provisions delivery to Landlord of this Section or unless the issuing bank delivers a notice of non-such renewal no later not less than thirty (30) days before expiration. If Tenant fails prior to renew expiration of the Letter of Credit within ten (10Credit) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements Credit, shall be a breach of this Addendum #1Lease by Tenant and shall entitle Landlord to draw upon the Letter of Credit. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord (a) “callable” at sight, (b) be fully assignable by Landlord, and (c) permit partial draws and multiple presentations and drawings. Tenant shall providepay all expenses, among other thingspoints and/or fees incurred by Tenant in obtaining, renewing and extending the Letter of Credit. The Letter of Credit shall not be mortgaged, assigned or encumbered in effect that:any manner whatsoever by Tenant without the prior written consent of Landlord.

Letter of Credit. In lieu As a result of providing a cash Security Deposit, simultaneously with the execution addition of this the Additional Premises to the Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit the Four Million Two Hundred Ninety Nine Thousand Dollars (“Letter of Credit”$4,299,000.00) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject required under Paragraphs 2.d. and 6 of the Lease (as amended by the First Amendment) is hereby increased by One Million Seven Hundred Five Thousand One Hundred Eighty Dollars ($1,705,180.00) to the terms and conditions set forth in the Leasetotal sum of Six Million Four Thousand One Hundred Eighty Dollars ($6,004,180.00). The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no Not later than thirty (30) days before expiration. If following the Third Amendment Effective Date, Tenant fails shall deliver to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on an amendment to the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt held by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms that increases the amount of the Letter of Credit to the new increased amount, or, at Tenant’s option, Tenant may deliver an additional Letter of Credit to Landlord in the required additional amount, which additional Letter of Credit shall be reasonably acceptable in compliance in all respects with the requirements of Paragraph 6 of the Lease. Tenant’s failure to deliver the amendment to the Letter of Credit (or additional Letter of Credit) to Landlord and on or before the date thirty (30) days after the Third Amendment Effective Date shall provide, among other thingsconstitute an Event of Default under Paragraph 25.a. of the Lease and, in effect that:addition to the remedies afforded to Landlord under Paragraph 25.b. of the Lease, Landlord may, at Landlord’s option, terminate this Third Amendment by written notice to Tenant given at any time prior to receipt of the amended or additional Letter of Credit. Further, notwithstanding anything to the contrary in Paragraphs 2.b. or 2.e. above, Landlord shall not be required to commence Landlord’s Work or disburse any portion of Landlord’s Allowance until the amendment to the Letter of Credit or additional Letter of Credit is received in the required form and amount, and (i) any delays in Delivery caused by Tenant’s failure to timely deliver the same shall constitute a Tenant Caused Delivery Delay and (ii) any delays in Substantial Completion of the Tenant Improvements resulting from such failure shall constitute a Tenant Caused Substantial Completion Delay.

Letter of Credit. In lieu As security for Tenant's performance of providing a cash Security Deposit, simultaneously with its obligations under the execution of this Lease, Tenant may shall, on or before July 13, 2001, deliver to Landlord an unconditional, irrevocable and transferable renewable letter of credit issued by a bank reasonably satisfactory to Landlord with a branch capable of honoring a demand upon such Letter of Credit located in Southern California (“"Letter of Credit”") running in favor of Landlord in form reasonably satisfactory to Landlord, with in the initial principal amount of Thirty Thousand Dollars ($30,000.00). The failure of Tenant to deliver the Letter of Credit securing Tenant’s obligations hereunder subject on or before July 13, 2001, shall constitute a default by Tenant under the Lease without the application of any notice and cure period. The Letter of Credit shall state that an authorized officer or other representative of Landlord may make demand on Landlord's behalf for the amount owed by Tenant to Landlord, and that the issuing bank must immediately honor such demand, without qualification or satisfaction of any conditions, except the proper identification of the party making such demand and the reason that the party is making the demand. 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 terms issuer of the original Letter of Credit, the issuer will reissue the Letter of Credit naming such transferee as the beneficiary. If the term of the Letter of Credit held by Landlord will expire prior to thirty (30) days following the expiration date of the Lease and conditions set forth in it is not extended, or a new Letter of Credit for an extended period of time is not substituted, at least thirty (30) SEAVIEW PHASE II [WebSideStory] days prior to the Lease. The terms expiration of the Letter of Credit, which are subject then Landlord may deliver written notice of such fact to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion Tenant and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues if Tenant does not extend the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost or substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the new Letter of Credit within ten (10) Business Days days after Tenant's receipt of its expirationsuch notice from Landlord, Landlord shall be entitled to make demand for the principal amount of said Letter of Credit and, thereafter, to hold such funds in accordance with this Section 4 below. Notwithstanding anything to the contrary contained in the Lease, the Letter of Credit required by this Section 4 shall not be reduced and is not subject to cancellation regardless of Tenant's net worth. In addition, upon thirty (30) days' prior notice to Tenant, Landlord may draw on require that the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms stated amount of the Letter of Credit be increased to the amount Landlord reasonably estimates it will cost to perform the removal and restoration work described in Section 2 above. The Letter of Credit shall be reasonably acceptable held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of the Lease. If Tenant commits a default with respect to any provision of the Lease, Landlord may (but shall not be required to) draw upon the Letter of Credit and use, apply or retain all or any part of the proceeds for the payment of any sum which is in default, or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant's default or to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of the Letter of Credit is so used or applied, Tenant shall, within ten (10) days after demand therefor, post an additional Letter of Credit in an amount sufficient to restore the Letter of Credit to the principal amount required under this Section 4 above. Landlord shall providenot be required to keep any proceeds from the Letter of Credit separate from its general funds and Tenant shall not be entitled to any interest on such proceeds. Should Landlord sell its interest in the Premises during the Term and if Landlord deposits with the purchaser thereof the Letter of Credit or any proceeds of the Letter of Credit, among other things, in effect that:thereupon Landlord shall be discharged from any further liability with respect to the Letter of Credit and said proceeds.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with Prior to the execution of this LeaseCommencement Date, Tenant may shall deliver to Landlord an a clean, irrevocable and transferable letter of credit (“"Letter of Credit”") running in favor of Landlord, with the Letter of Credit securing Tenant’s Amount (as defined in Section 1.2) satisfactory in form and content to Landlord and issued by an FDIC insured bank located in Boston reasonably satisfactory to Landlord in favor of the Landlord. A satisfactory form of Letter of Credit is attached hereto as Exhibit C. During the Term hereof, and any extensions thereof, and for 60 days after the expiration of the Term, or for so long thereafter as Tenant is in possession of the Premises or has unsatisfied obligations hereunder subject to Landlord, the Letter of Credit shall be security for the full and timely performance of Tenant's obligations under this Lease; which Letter of Credit may be drawn upon by Landlord and applied from time to time against outstanding obligations of Tenant hereunder without notice or demand. Tenant shall have no right to require Landlord to so apply the Letter of Credit, nor shall Tenant be entitled to credit the same against rents or other sums payable hereunder. During the entire Term hereof, including any extension thereof, Tenant shall cause said Letter of Credit to be renewed, in identical form to that delivered herewith, no later than 30 days prior to the terms and conditions set forth date of expiration of same. Without limiting any other remedies of Landlord, in the Lease. The terms event that Tenant fails to renew any Letter of Credit given hereunder at least 30 days prior to the date of expiration thereof, then Landlord shall have the right to draw down the entire amount of said Letter of Credit and hold such sums as a cash deposit If and to the extent that Landlord makes such use of the Letter of Credit, which are subject to Landlord’s reasonable consentor any part thereof, shall strictly comply with the provisions sum so applied by Landlord (from cash or from a drawing on the letter of this Addendum #1. The Letter of Credit credit) shall be issued by a bank acceptable restored to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable by Tenant upon notice from Landlord, and failure to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable restore same (within the grace period applicable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit Fixed Rent hereunder) shall be irrevocable for a default hereunder giving rise to all of Landlord's rights and remedies applicable to a default in the period ending no less than one (1) year after payment of rent. In the date event of issuance. Tenant shall renew a change of circumstance relating to the bank issuing the Letter of Credit and maintain it for Credit, or Landlord otherwise reasonably believes the period ending one hundred twenty (120) days after the end financial conditions of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expirationhas been degraded, Landlord may draw on reserves the existing Letter right to require Tenant to replace the letter of Credit and maintain the funds as a non-interest-bearing deposit credit from time to be returned to Tenant on receipt by Landlord of time with a substitute Letter similar letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable credit issued by another bank satisfactory to Landlord and shall provide, among other things, in effect that:Landlord.

Letter of Credit. In Landlord agrees that in lieu of providing a cash Security Deposit, simultaneously Tenant may deliver to Landlord, concurrently with the Tenant’s execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable a letter of credit (“Letter in the amount stated in Item 9 of Credit”) running the Basic Lease Provisions, which letter of credit shall be in favor of Landlord, form and with the Letter substance of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the LeaseExhibit E attached hereto. The terms letter of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit credit shall be issued by a bank financial institution acceptable to Landlord with a branch in Landlord’s reasonable discretion San Diego County, California, at which draws on the letter of credit will be accepted. The letter of credit shall provide for automatic yearly renewals throughout the Term of this Lease and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank have an outside expiration date (if any) that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later not earlier than thirty (30) days before expirationafter the expiration of the Lease Term. If Tenant fails In the event the letter of credit is not continuously renewed through the period set forth above, or upon any breach under this Lease by Tenant, including specifically Tenant’s failure to renew pay rent or to abide by its obligations under Sections 7.1 and 15.3 below, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord’s sole written demand to the issuing financial institution. Any such draw shall be without waiver of any rights Landlord may have under this Lease or at law or in equity as a result of any default hereunder by Tenant. After the second anniversary of this Lease, Landlord shall authorize reductions to the Letter of Credit within ten (10and the Security Deposit) Business Days in the amount equal to twenty percent (20%) of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms value of the Letter of Credit on the annual anniversary of the Commencement Date; provided that any such reduction shall be reasonably acceptable conditioned upon (i) Tenant not having been in default under this Lease at any time (ii) Tenant submitting to Landlord audited financials evidencing a net worth equal to or greater than fifteen million dollars ($15,000,000) and shall provide, among other things, in effect that:(ii) a written request for such reduction having been submitted to Landlord not earlier than thirty (30) days prior to the applicable reduction date.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver elect to Landlord an irrevocable provide, at Tenant’s sole cost and transferable letter of credit (“expense, a Letter of Credit”Credit (as defined below) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to Required Amount (as defined below) as additional security for the faithful performance and observance by Tenant of all of the provisions of the Lease, on the terms and conditions set forth in below. Tenant’s election to provide the LeaseLetter of Credit must be made by delivering to Landlord the Letter of Credit upon Tenant’s execution and delivery of this Lease (the “Letter of Credit Election”). The terms use, application or retention of the Letter of Credit, which are subject 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 Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew proceed against the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall not operate as a limitation on any recovery to which Landlord may otherwise be reasonably acceptable entitled. As used herein the term “Letter of Credit Required Amount” initially means $802,449.54. Subject to the remaining terms of this Article 57, and provided the Reduction Conditions (as defined in Section 4.3) have been satisfied at the particular reduction effective date, Tenant shall have the right to reduce the Letter of Credit Required Amount so that the new Letter of Credit Required Amount shall be $401,224.77 effective as of the first day of the later of the forty-sixth (401) month of the Term or the month following the date Tenant meets the Reduction Conditions. If Tenant is entitled to a reduction in the Letter of Credit Required Amount, Tenant shall provide Landlord with written notice requesting that the Letter of Credit Required Amount be reduced as provided above (the “Letter of Credit Reduction Notice”). If Tenant provides Landlord with a Letter of Credit Reduction Notice, and Tenant is entitled to reduce the Letter of Credit Required Amount as provided herein, the reduction shall provide, among other things, be effectuated by Tenant replacing the Letter of Credit then being held by Landlord with a new Letter of Credit in effect that:the new Letter of Credit Required Amount or amending the then-existing Letter of Credit to that new Letter of Credit Required Amount.

Letter of Credit. In lieu Buyer shall use all reasonable efforts to replace at Closing all outstanding letters of providing credit pertaining to the orders which CDG has with third party manufacturers for the manufacture of goods for use in the Business ("SOURCING COMMITMENTS") to which CDG is a cash Security Deposit, simultaneously with party and to replace at Closing the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable outstanding letter of credit provided by CDG for the benefit of KCPL under the KCPL Shirt License Agreement (“Letter the "KCPL LETTER OF CREDIT"). If Buyer is unable to replace at Closing any such outstanding letters of Credit”credit, in whole or in part, Buyer (i) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject respect to the terms and conditions set forth in the Lease. The terms of the KCPL Letter of Credit, which shall and (ii) with respect to all such other letters of credit will use all reasonable efforts to, provide at Closing "back-to-back" letters of credit to each of the banks that issued each of the letters of credit that are subject not being replaced (each, an "ISSUING BANK") in a form satisfactory to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be relevant Issuing Bank (in its sole discretion) issued by a bank acceptable satisfactory to Landlord the relevant Issuing Bank (in Landlord’s its sole discretion), in an amount equal to 100% of the then undrawn stated amount of the outstanding letters of credit issued by such Issuing Bank that are not being replaced. The notice of reimbursement with respect to any drawdown on any such "back-to-back" letter of credit shall state the amount of the drawdown and the purchase orders to which it relates. If Buyer is unable to provide such "back- to-back" letters of credit, Buyer will reimburse CDG for all amounts drawn down under outstanding letters of credit that are not being replaced and for which "back-to-back" letters of credit are not being provided within five business days after receipt by Buyer of reasonable discretion evidence of such drawdown. Such evidence shall include the letter of credit number, the latest ship date, product description, product cost, price per unit and a copy of the funding message and such other documentation that Buyer may reasonably request. On the date hereof and at least ten business days prior to Closing CDG will provide Buyer with a list of each outstanding letter of credit, stating the letter of credit number, the issuing bank, the name, address and country of the beneficiary, the purchase orders covered, the expiration date and the amount outstanding on the day the list is compiled with respect to each outstanding letter of credit. If Buyer offers to provide a "back-to-back" letter of credit to an Issuing Bank issued by Chase Manhattan Bank, N.A., Citibank, N.A. or The Bank of New York in customary form in an amount equal to 100% of the then undrawn stated amount of the relevant outstanding letter of credit, and the Issuing Bank states that any such issuing bank or such form is not satisfactory to the Issuing Bank, Buyer shall be deemed to have satisfied its obligations under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions second sentence of this Section or unless the issuing bank delivers a notice 8.4 with respect to such outstanding letter of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:credit.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the Upon execution of this Lease, Tenant may shall deliver to Landlord an irrevocable and transferable standby letter of credit (“the "Letter of Credit”") running in favor of Landlordform, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Creditissued by a financial institution ("Issuer"), which are subject reasonably satisfactory to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued in the amount of Three Hundred and Thirty Two Thousand Dollars ($332,000.00), name Landlord as the beneficiary thereunder, permit partial draws, and provide that draws thereunder will be honored upon receipt by Issuer of a bank acceptable written statement signed by Landlord specifying the amount to be paid by Issuer to Landlord and certifying that (i) there exists an Event of Default as that term is defined in Landlord’s reasonable discretion and the Lease, (ii) Landlord is entitled under the supervision terms and conditions of the banking commission Lease to the payment by Tenant of the State of California or amount specified, (iii) Landlord has applied the Federal Security Deposit Insurance Corporation. If held by Landlord identified in the credit Basic Lease Information in accordance with Section 4 of the bank that originally issues Lease and Tenant has not paid to Landlord the amount required to replenish the Security Deposit as required by Section 4 of the Lease. Landlord shall be entitled to draw the entire amount under the Letter of Credit becomes unacceptable if Tenant does not deliver to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another an extension or replacement for the Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The substantially the form of the initial Letter of Credit and in the amount then required under this Lease no later than one month before the expiration date of the then existing Letter of Credit. Upon delivery of any such replacement letter of credit, Landlord shall return to Tenant the original Letter of Credit. Landlord shall be irrevocable entitled to draw amounts under the Letter of Credit required from time to time to cure any Event of Default under this Lease or to compensate Landlord for any damage Landlord incurs as a result of Tenant's failure to perform any of Tenant's obligations hereunder. If Landlord draws down the period ending no less entire amount of the Letter of Credit as set forth immediately above, then Landlord shall hold such amount in a separate interest bearing account, as a security deposit, subject to the provisions of Section 4 of this Lease (other than one (1the last sentence of Section 4) year after concerning the date use and return of issuancefunds held as a Security Deposit. All interest earned on such funds shall be maintained in such interest bearing account and shall be paid to Tenant shall renew at the expiration or sooner termination of this Lease. At Tenant's option, Tenant may instruct Landlord to invest such funds in a conservative manner selected by Tenant which will allow Landlord reasonable access to such funds, but will provide a higher rate of return than an interest bearing account. All of the provisions herein concerning relief from the obligation to maintain the Letter of Credit and maintain it to reduce the amount of the Letter of Credit shall apply to such funds held by Landlord. If the requirement of the Letter of Credit would be waived, Landlord shall return such funds and all interest earned thereon to Tenant. If the requirement for the period ending one hundred twenty (120) days after amount of the Letter of Credit would be reduced, Landlord shall return that portion of the funds to Tenant which is equal to the amount of such reduction each time such reduction would occur. Landlord shall release the Letter of Credit at the end of the calendar year in which sixtieth (60th) month of the Term expiresif, as of such date, no Event of Default on the part of Tenant then exists and no event or condition then exists which, with notice or the passage of time, would become an Event of Default on the part of Tenant. Promptly following Tenant's cure of any such Event of Default or default of which Landlord has given Tenant written notice, Landlord shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew release the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1Credit. The form and terms amount of the Letter of Credit shall be reasonably acceptable to Landlord and shall providereduced on the second (2nd) anniversary of the Commencement Date by the amount of Sixty-Six Thousand Four Hundred Dollars ($66,400), among other thingsprovided that on the anniversary date in question there exists neither an Event of Default or an event or condition which, in effect that:with notice or the passage of time, would become an Event of Default on the part of Tenant.

Letter of Credit. In lieu of providing a cash deposit by Tenant for the Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to deposit with Landlord an a clean, irrevocable and transferable unconditional letter of credit issued by and drawn upon any commercial bank reasonably acceptable to Landlord with offices for banking purposes in the City of New York and having a net worth of not less than One Billion ($1,000,000,000.00) Dollars, which letter of credit shall be in the form annexed hereto as Exhibit C (the “Letter of Credit”) running and in favor the amount of Landlordthe Security Deposit set forth in Article 1 hereof. In addition, with the Letter of Credit securing Tenant’s obligations hereunder subject shall provide that it is assignable by Landlord without charge and shall either (i) expire on the date which is sixty (60) days after the expiration or earlier termination of this Lease (the “LC Date”) or (ii) be automatically self-renewing until the LC Date. At any time that Tenant is in default under this Lease beyond any applicable notice and grace period, Landlord shall have the right to draw down the terms and conditions set forth in the Lease. The terms of the entire Letter of Credit, which are subject Credit in whole or in part as necessary to Landlord’s reasonable consent, shall strictly comply apply the proceeds thereof in accordance with the provisions of this Addendum #1Article 27. The Letter of Credit Landlord shall be issued by a bank acceptable also have the right to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues draw down the Letter of Credit becomes unacceptable in the event that Landlord fails to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another receive a replacement Letter of Credit from a bank that is acceptable on or prior to the thirtieth (30th) day preceding the expiration date thereof or if Tenant holds over in the Premises without the consent of Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date expiration or earlier termination of issuancethis Lease. Tenant If Landlord shall renew have drawn down the Letter of Credit and maintain it for applied all or a portion thereof in accordance with the period ending one hundred twenty terms of this Article 27, then Tenant shall deposit with Landlord, within three (1203) days after notice from Landlord, a sufficient amount of cash to bring the end balance of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant cash held by Landlord under this Article 27 to the provisions amount of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1Security Deposit. The form and terms of failure by Tenant to deposit such additional amount within the Letter of Credit foregoing time period shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:deemed an Event of Default under this Lease.

Letter of Credit. In lieu (a) Within ten (10) business days of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may shall deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the unconditional Letter of Credit securing Tenant’s obligations hereunder subject pursuant to the terms and conditions set forth in Exhibit C as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord suffers as a result of any breach or default by Tenant under this Lease. The terms In lieu of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues Tenant may substitute the Letter of Credit becomes unacceptable by depositing with Landlord a cash deposit equal to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit amount; however, such substitution shall be subject to the prior written approval of Landlord and maintain it Landlord’s lender, which may be withheld in the discretion of either party. If Tenant is in default beyond any applicable notice and cure periods, Landlord may use the Security Deposit or Letter of Credit, or any portion thereof, to cure the default or to compensate Landlord for all damages which Landlord may suffer by reason of Tenant’s default. Tenant shall immediately on demand pay to Landlord a sum equal to the period ending one hundred twenty (120) days after the end portion of the calendar year Security Deposit expended or applied by Landlord as provided in which this Section so as to maintain the Term expires, and shall provide that it is automatically renewable for Security Deposit in the Term, unless released pursuant sum specified. Tenant’s failure to forthwith remit to Landlord an amount in cash sufficient to restore the Security Deposit to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than original sum deposited within thirty (30) days before expirationafter receipt of such demand from Landlord shall constitute an event of default under the terms of this Lease. At the expiration or earlier termination of this Lease, Landlord shall return the Security Deposit to Tenant, less such amounts as are reasonably necessary to remedy Tenant’s default, to repair damages to the Premises caused by Tenant, or to clean the Premises upon such termination, as soon as is practicable thereafter but in no event later than the date which is thirty (30) days after such expiration or earlier termination. Landlord’s obligations with respect to the Security Deposit are those of a debtor and not a trustee. Landlord may maintain the Security Deposit with Landlord’s general and other funds. Landlord shall not be required to pay Tenant interest on the Security Deposit. Tenant shall not mortgage, assign, transfer or encumber the Security Deposit without the prior written consent of Landlord. If Tenant fails to renew Landlord sells its interest in the Letter of Credit within ten (10) Business Days of its expirationPremises, Landlord may draw on shall deliver the existing Letter Security Deposit to the purchaser of Credit Landlord’s interest and maintain thereupon be relieved of any further liability or obligation with respect to the funds as a non-interest-bearing deposit to be returned to Security Deposit. Tenant on receipt by Landlord hereby waives the provisions of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms Section 1950.7 of the Letter of Credit shall be reasonably acceptable to Landlord and shall provideCalifornia Civil Code, among other things, or any similar or successor Laws now or hereinafter in effect that:effect.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously Simultaneously with the Tenant’s execution and delivery of this LeaseLease Agreement, Tenant may at its sole cost and expense shall deliver to Landlord Landlord, from a commercially recognized financial institution (the “Financial Institution”) in the Twin Cities metropolitan area approved by Landlord, an irrevocable and transferable irrevocable, unconditional standby letter of credit in the amount of Fifty Thousand and no/100 Dollars ($50,000.00), in substantially the form as set forth in Exhibit G attached hereto and incorporated herein by reference, with any revisions thereof to be approved, in advance, by Landlord (such letter of credit, together with any other renewal or replacement letters of credit delivered or to be delivered by Tenant hereunder shall be referred to herein collectively as the “Letter of Credit”) running ). Subject to the provisions hereinafter provided with respect to periodic reductions in favor the amount of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the under specified terms and conditions set forth in the Lease. The terms of the Letter of Creditconditions, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable maintained until sixty (60) days following the expiration of the Term of this Lease Agreement. Tenant may periodically renew the Letter of Credit to assure that it is maintained throughout the entirety of said period; provided, any expiring Letter of Credit must be extended, renewed and/or replaced with a substitute Letter of Credit at least thirty (30) days prior to the stated expiration date of such Letter of Credit. Anything herein to the contrary notwithstanding, in the event at any time during the Term of this Lease Agreement the issuing Financial Institution for a Letter of Credit delivered by Tenant under this Article either (i) has its rating downgraded by Bankrate’s Safe & Sound Rating System or comparable private rating system for financial institutions or (ii) is liquidated, dissolved or has a receiver appointed for it by the federal or state regulatory authorities, then in such case Landlord may at any time thereafter require that the Tenant replace the Letter of Credit issued by such Financial Institution with a Letter of Credit issued by a replacement Financial Institution approved by Landlord. In the event such a replacement Letter of Credit is not delivered to Landlord within twenty (20) days following Landlord’s written demand, then in such case and notwithstanding anything in Article 17 of this Lease Agreement to the contrary, an incurable default by Tenant shall providehave occurred under this Lease Agreement not requiring further written notice by Landlord and Landlord may, among other thingsat its option, in effect thatdraw upon the Letter of Credit for the full amount of the Letter of Credit. Landlord may draw on the Letter of Credit as follows:

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously Concurrently with the execution initial delivery of this Leasethe Bonds pursuant to the Indenture, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“the Company shall cause the initial Letter of Credit”Credit to be issued by the Bank, which Letter of Credit (1) running shall be substantially in favor of Landlord, with the same form as the exhibit attached to the Letter of Credit securing Tenant’s obligations hereunder Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions set forth thereof, up to (a) an amount equal to the principal amount of the Bonds (i) to enable the Trustee to pay the principal amount of the Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the principal amount of such Bonds, plus (b) an amount equal to 50 days’ interest on the Bonds at the Maximum Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase corresponding to the accrued interest on such Bonds. The Letter of Credit may be extended or may be replaced by a Substitute Letter of Credit complying with the provisions of the Indenture. It is anticipated that all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to the Bond Indenture, will be funded from draws on the Letter of Credit. The Company shall take whatever action may be necessary to maintain the Letter of Credit (or a Substitute Letter of Credit) in full force and effect during the period required by the Indenture, including the payment of any transfer fees required by the Bank upon any transfer of the Letter of Credit to any successor Trustee. The Company acknowledges its responsibility to arrange for an extension of the expiration date of the Letter of Credit or the issuance and delivery of a Substitute Letter of Credit (which, as defined in the Lease. The terms Indenture, includes an extension of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with ) on or before the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under Interest Payment Date on the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues Bonds immediately preceding the Letter of Credit becomes unacceptable Termination Date, upon the terms and conditions, including the advance notice requirements, of the Indenture, and the Company further acknowledges that failure to Landlord do so will result in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter a redemption or acceleration of Credit from a bank that is acceptable to Landlord Bonds as provided in Landlord’s sole reasonable discretionthe Indenture. The Letter of Credit Company acknowledges and agrees that the Authority shall be irrevocable for the period ending have no less than one (1) year after the date of issuance. Tenant shall renew the responsibility to obtain a Substitute Letter of Credit and maintain it for the period ending one hundred twenty (120) days after Company shall release, defend and hold harmless the end of the calendar year in which the Term expires, Authority from and shall provide that it is automatically renewable for the Term, unless released pursuant against any liability or claim arising with respect to the provisions of this Section delivery of, or unless the issuing bank delivers failure to deliver, a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Substitute Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:Credit.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously Concurrent with the its execution of this Lease, Tenant may shall deliver to Landlord as collateral for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer as a result of any default by Tenant under this Lease, an irrevocable and transferable unconditional negotiable letter of credit (the “Letter of Credit”) running in favor of Landlord, with the amount specified in the Basic Lease Information (the “LC Amount”). Such Letter of Credit securing Tenant’s obligations hereunder subject shall be in a form acceptable to Landlord and otherwise containing the terms required herein, issued by a bank which accepts deposits, maintains accounts, has a local office which will negotiate a letter of credit and conditions set forth in whose deposits are insured by the Lease. The terms of the Letter of Credit, which are subject to Federal Deposit Insurance Corporation (“FDIC”) and approved by Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable (i) at sight and irrevocable; (ii) subject to Landlord the terms of this Paragraph 7, maintained in Landlord’s reasonable discretion effect, whether through replacement, renewal or extension, for the entire period from the date of execution of this Lease through that date which is sixty (60) days following the expiration or earlier termination hereof, and under to the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues extent the Letter of Credit becomes unacceptable delivered to Landlord in Landlord’s reasonable discretion, Tenant shall at does not extend by its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after terms until the end of the calendar year in which the Term expiresthrough automatic annual renewals, and Tenant shall provide that it is automatically renewable for the Term, unless released pursuant deliver a new Letter of Credit or certificate of renewal or extension to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than Landlord at least thirty (30) days before expiration. If Tenant fails prior to renew the expiration of the Letter of Credit within ten (10) Business Days of its expirationCredit, Landlord may draw without any action whatsoever on the existing Letter part of Credit Landlord; and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt (iii) fully assignable by Landlord in connection with a transfer of a substitute Letter of Credit from Tenant meeting all requirements of Landlord’s interest in this Addendum #1Lease and permit partial draws. The In addition to the foregoing, the form and terms of the Letter of Credit shall be reasonably acceptable to Landlord Landlord, in Landlord’s reasonable discretion, and shall provide, among other things, in effect that:: (A) Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit upon the presentation to the issuing bank of Landlord’s (or Landlord’s then managing agent’s) written statement that such amount is due to Landlord under the terms and conditions of this Lease and/or because Tenant failed to cause a new Letter of Credit or certificate of renewal or extension to be delivered to Landlord at least thirty (30) days prior to the expiration of the Letter of Credit; (B) the Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such statement; and (C) in the event of a transfer of Landlord’s interest in this Lease, Landlord shall transfer the Letter of Credit, in whole or in part (or cause a substitute letter of credit to be delivered, as applicable) to the transferee and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to a new Landlord.

Letter of Credit. In lieu (a) It is agreed that Subtenant will provide Sublandlord at the time of providing a cash Security Deposit, simultaneously with the execution of this LeaseSublease, Tenant may deliver to Landlord an unconditional, irrevocable and transferable letter of credit credit, in the amount of Six Hundred Thousand and 00/100 Dollars ($600,000.00) (the “Letter of Credit”) running in favor ). Subtenant shall be responsible, at its sole cost, for paying any and all letter of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject credit or other fees due to the terms and conditions set forth in the Lease. The terms issuer of the Letter of Credit, which are subject . Such Letter of Credit shall be provided by a bank that is reasonably acceptable to Landlord’s reasonable consentSublandlord, shall strictly comply with permit partial draws, shall be assignable by Sublandlord (without any cost to Sublandlord) and shall be for an initial term of one year and be automatically renewable (i.e. “Evergreen”) for successive one year periods (unless Sublandlord receives notice of non-renewal at least ten (10) days prior to the provisions expiration of this Addendum #1the Letter of Credit), so that it remains outstanding for as long as the Sublease is in effect, and shall otherwise be in a form that is reasonably acceptable to Sublandlord. The Letter of Credit must be able to be drawn upon in Boston, Massachusetts or elsewhere if approved by Sublandlord. In the event of any default by Subtenant under this Sublease, Sublandlord shall be issued by a bank acceptable entitled to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues draw upon the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretionthe extent of, Tenant shall and to reimburse Sublandlord for, any and all damages owed to Sublandlord by Subtenant as a result of such default. If at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew any time the Letter of Credit is due to expire or Sublandlord receives notice that it will expire and maintain it for the period ending one hundred twenty (120) days after the end Sublandlord has not received written evidence of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty thereof at least ten (3010) days before such expiration. If Tenant fails to renew , Sublandlord may draw upon the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on for the existing Letter of Credit and maintain full amount thereof in which event the funds as proceeds shall become a non-interest-bearing cash security deposit subject to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements the terms of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:Paragraph 17.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously The Tenant shall concurrently with the execution delivery of this LeaseLease executed by the Tenant provide the Landlord with an irrevocable, stand-by letter of credit in the amount of $1,034,317.72 naming the Landlord as beneficiary, which letter of credit shall have a term expiring December 16th, 2003. The letter of credit shall provide that the Landlord may draw on it by certifying to the issuer in writing that the Tenant may deliver is in default under the Lease or that the Lease has been terminated before its expiry date or that the Landlord has received notice of the election of the issuer not to renew the letter of credit. If the Landlord an irrevocable draws on the letter of credit upon receipt of notice from the issuer that it is not renewing the letter of credit, the Landlord shall be entitled to retain the monies as security for all the same purposes as the letter of credit. Portions of this Exhibit were omitted and transferable have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. The letter of credit (“Letter i) shall indemnify the Landlord for the breach of Credit”any of and all of the obligations of the Tenant under the Lease, and (ii) running shall indemnify the Landlord from all losses or damages, howsoever arising, including without limitation, loss of future rents and additional rents that would have been payable under the Lease, the cost of repairing the premises, the cost of restoring the premises to base condition, monies spent on leasehold improvements for the Tenant, inducement payments to the Tenant, the costs of releasing the Premises, the costs of agent’s fees and commissions, and an amount equivalent to the amount payable as accelerated rent under the Lease (if such accelerated rent was not actually paid to the Landlord), resulting from termination of the Lease for any reason, including without limitation, termination by court order, disclaimer by a trustee in favor bankruptcy, disclaimer by the Tenant pursuant to the Bankruptcy and Insolvency Act (Canada) or termination, rejection or repudiation pursuant to any applicable law or legislation. The issuer shall be a Canadian chartered bank or other financial institution acceptable to the Landlord. The letter of credit shall permit partial drawings. The letter of credit shall be payable in the City of Ottawa. The letter of credit shall provide that it is transferable by the Landlord and that the proceeds may be assigned to a third party by the Landlord, with in each case without the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion fully and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporationfinally released December 16th, 2003. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretionDate Reduction New Balance December 16, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:2003 $ 1,034,317.72 $ 0

Letter of Credit. In lieu of providing a cash Security DepositOn or before November 1, simultaneously with the execution of this Lease2007, Tenant may shall, at Tenant’s sole cost, deliver to Landlord an irrevocable and transferable irrevocable, unconditional, standby letter of credit in the amount stated in the Basic Lease Information on terms satisfactory to Landlord and its Mortgagee (such letter of credit, together with any renewal or replacement letters of credit delivered or to be delivered by Tenant under this Section 4 are, collectively, the “Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease). The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Each Letter of Credit shall be issued by a national bank (the “LC Issuer”) acceptable to Landlord, If Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues requests, the Letter of Credit becomes unacceptable shall be made out to Landlord in Landlord’s reasonable discretionand its lender or lenders as co-beneficiaries, and Tenant shall at pay any additional charge by the LC Issuer for such change. Landlord shall have the right, upon any transfer of its cost substitute another interest in all or any part of the Property containing the Premises, to require Tenant to deliver a replacement Letter of Credit from a bank designating Landlord’s successor as the beneficiary, provided that is acceptable Landlord’s successor may not obtain possession of such replacement Letter of Credit until Landlord has surrendered the then-outstanding Letter of Credit. If the Letter of Credit expires before January 31, 2012, Tenant must extend or renew it or replace it by delivering to Landlord in Landlord’s sole reasonable discretiona new, renewed, or extended Letter of Credit at least 60 days before the expiration date of the then-current Letter of Credit. Except for any Letter of Credit that expires on January 31, 2012, no Letter of Credit, nor any renewal or extension of it, may have an expiration date less than 12 months from the date it is issued, renewed, or extended. The Letter of Credit shall be irrevocable for secure Tenant’s obligations and liabilities under this Lease. The Letter of Credit must permit Landlord to make partial draws. At any time, from time to time, when any Rent is past due under this Lease, or when Tenant owes any other amount whatsoever to Landlord in connection with this Lease or otherwise in connection with its occupancy of the period ending no less than one (1) year after Premises past the date of issuance. Tenant shall renew when such amount is due, Landlord may make a partial or full draw or draws upon the Letter of Credit in the amount of such unpaid Rent or other amount and maintain it for apply the period ending one hundred twenty (120) days after proceeds of such draw against such amounts Tenant owes Landlord. Landlord shall also be entitled to draw upon the end full amount of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on at any time the existing Letter of Credit is not maintained, renewed, extended, replaced or restored as Section 5 requires, in which case the proceeds of such draw shall constitute the sole property of Landlord, which Landlord shall hold and maintain the funds apply as a non-interest-bearing deposit substitute for the Letter of Credit. Landlord shall not be required to be returned exercise any other remedy available to Tenant on receipt by Landlord of a substitute it under this Lease or otherwise at law before drawing upon the Letter of Credit from Tenant meeting all requirements in accordance with this Section 5, and no such draw upon the Letter of this Addendum #1Credit shall in any manner prejudice Landlord’s right to exercise any other such remedy. The form and terms Neither the Letter of Credit nor the proceeds of any draw upon the Letter of Credit constitute an advance rental deposit or a measure of Landlord’s damages with respect to any default by Tenant. No draw under the Letter of Credit shall be reasonably acceptable deemed a waiver of, or be deemed to Landlord and shall providehave cured, among other things, in effect that:any default by Tenant under the Lease.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver Buyer shall use all reasonable efforts to Landlord an irrevocable and transferable letter replace at Closing all outstanding letters of credit (“Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject pertaining to the terms orders which CP, CP Canada and conditions set forth FS have with third party manufacturers for the manufacture of goods for use in the LeaseU.S. Business ("SOURCING COMMITMENTS") to which any of CP, CP Canada and FS is a party. The terms If Buyer is unable to replace at Closing any such outstanding letters of credit, in whole or in part, Buyer will use all reasonable efforts to provide at Closing "back-to-back" letters of credit to each of the Letter banks that issued each of Creditthe letters of credit that are not being replaced (each, which are subject an "ISSUING BANK") in a form satisfactory to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be relevant Issuing Bank (in its sole discretion) issued by a bank acceptable satisfactory to Landlord the relevant Issuing Bank (in Landlord’s its sole discretion), in an amount equal to 100% of the then undrawn stated amount of the outstanding letters of credit issued by such Issuing Bank that are not being replaced. The notice of reimbursement with respect to any drawdown on any such "back-to-back" letter of credit shall state the amount of the drawdown and the purchase orders to which it relates. If Buyer is unable to provide such "back-to-back" letters of credit, Buyer will reimburse CP, FS or CP Canada, as the case may be, for all amounts drawn down under outstanding letters of credit that are not being replaced and for which "back-to-back" letters of credit are not being provided within five business days after receipt by Buyer of reasonable discretion evidence of such drawdown. Such evidence shall include the letter of credit number, the latest ship date, product description, product cost, price per unit and a copy of the funding message and such other documentation that Buyer may reasonably request. On the date hereof and at least ten business days prior to Closing CP will provide Buyer with a list of each outstanding letter of credit, stating the letter of credit number, the issuing bank, the name, address and country of the beneficiary, the purchase orders covered, the expiration date and the amount outstanding on the day the list is compiled with respect to each outstanding letter of credit. If Buyer offers to provide a "back-to-back" letter of credit to an Issuing Bank issued by Chase Manhattan Bank, N.A., Citibank, N.A. or The Bank of New York in customary form in an amount equal to 100% of the then undrawn stated amount of the relevant outstanding letter of credit, and the Issuing Bank states that any such issuing bank or such form is not satisfactory to the Issuing Bank, Buyer shall be deemed to have satisfied its obligations under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions second sentence of this Section or unless the issuing bank delivers a notice 8.6 with respect to such outstanding letter of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:credit.

Letter of Credit. In (a) At Sublessee’s election, in lieu of providing a the cash Security Deposit required by Section 18 of this Sublease, Sublessee may deliver to Sublessor with Sublessee’s execution and delivery of this Sublease an irrevocable letter of credit payable in either Washington, D.C. or New York City in the amount of the Security Deposit, simultaneously with issued for the execution benefit of this Leasethe Sublessor by a bank reasonably satisfactory to Sublessor (the “Issuing Bank”); provided, Tenant may deliver to Landlord an irrevocable and transferable however, if such letter of credit (“Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject provides that draws thereunder may be submitted to the terms and conditions set forth Issuing Bank by fax without the requirement to submit the original of credit or the imposition of any requirements that would make the submission of such draws materially more difficult than an in-person submission in Washington, D.C., then such letter of credit may provide that in-person submission of draws thereunder may be made in Scranton, Pennsylvania or Tampa, Florida. If, during the Lease. The terms Sublease Term, the Issuing Bank enters into any form of the Letter of Creditregulatory or governmental receivership or other similar regulatory or governmental proceeding including, which are subject to Landlord’s reasonable consentwithout limitation, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued any receivership instituted or commenced by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance CorporationCorporation (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 Sublessor, then Sublessee shall within 10 days after written notice from Sublessor deliver to Sublessor a replacement letter of credit which meets the requirements of this Section 19 and issued by a new Issuing Bank reasonably satisfactory to Sublessor. Sublessee’s failure to do so within 10 days after written request of Sublessor will constitute a default for which there will be no notice or cure period, and will give Sublessor the immediate right, without further notice to Sublessee, to draw upon such letter of credit. If Sublessee replaces such letter of credit pursuant to the credit foregoing, Sublessor will, within 10 days after Sublessor’s receipt of the bank that originally issues replacement letter of credit, deliver to Sublessee the Letter letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter credit so replaced. Each letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall credit will be irrevocable for the period ending no less than one (1) year after the date term of issuance. Tenant shall renew the Letter such letter of Credit credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall will provide that it is automatically renewable for a period ending not earlier than 60 days after the Termexpiration of the Sublease Term (the “Final L/C Expiration Date”) without any action whatsoever on the part of Sublessor. However, unless released pursuant the Issuing Bank will have the right not to the provisions renew said letter of this Section or unless the issuing bank delivers a credit on written notice of non-renewal no later to Sublessor given not less than thirty (30) 60 days before expiration. If Tenant fails the expiration of the then current term thereof (it being understood, however, that the privilege of the Issuing Bank not to renew said letter of credit will not, in any event, diminish the Letter obligation of Credit within ten (10) Business Days Sublessee to maintain such irrevocable letter of its expiration, credit with Landlord may draw on through the existing Letter of Credit and maintain date which is 60 days after the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms expiration of the Letter Sublease Term). Sublessee must be the applicant of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:the letter of credit.

Letter of Credit. In lieu a. As security for the performance by Tenant of providing a cash Security DepositTenant's obligations hereunder, simultaneously Tenant shall cause to be delivered to Landlord concurrently with the execution of this LeaseLease by Xxxxxx, Tenant may deliver to Landlord an original irrevocable and transferable standby letter of credit (“the "Letter of Credit”") running in favor the amount specified in Paragraph 2.d. above, naming Landlord as beneficiary, which Landlord may draw upon to cure any default under this Lease or to compensate Landlord for any damage Landlord incurs as a result of Landlord, with Xxxxxx's failure to perform any of its obligations hereunder. Any such draw on the Letter of Credit securing Tenant’s obligations hereunder subject shall not constitute a waiver of any other rights of Landlord with respect to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject such default or failure to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1perform. The Letter of Credit shall be issued by a major commercial bank reasonably acceptable to Landlord in Landlord’s reasonable discretion , with a service and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues claim point for the Letter of Credit becomes unacceptable in the San Francisco Bay Area in California, have an expiration date not earlier than thirty (30) days after 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 the issuer to Landlord in Landlord’s reasonable discretionnot later than forty-five (45) days prior to the expiration thereof) and shall provide that Landlord may make partial and multiple draws thereunder, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable up to Landlord in Landlord’s sole reasonable discretionthe face amount thereof. The Letter of Credit shall be irrevocable for in the period ending no less than one (1) year after the date of issuanceform attached hereto as EXHIBIT D, and shall otherwise be in form and content satisfactory to Landlord. Tenant shall renew If the Letter of Credit and maintain it for has an expiration date earlier than the period ending one hundred twenty thirtieth (12030th) days day after the end Expiration Date, then throughout the term hereof (including any renewal or extension of the calendar year in which the Term expires, and term) Tenant shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions evidence of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit to Landlord at least forty-five (45) days prior to the date the Letter of Credit expires. If Landlord draws on the Letter of Credit pursuant to the terms hereof, Tenant shall immediately replenish the Letter of Credit or provide Landlord with an additional letter of credit conforming to the requirement of this paragraph so that the amount available to Landlord from the Letter(s) of Credit provided hereunder is the amount specified in Paragraph 2.d. above. Tenant's failure to deliver any replacement, additional or extension of the Letter of Credit, or evidence of renewal of the Letter of Credit, within the time specified under this Lease shall entitle Landlord to draw upon the Letter of Credit then in effect. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant's performance under this Lease, and Landlord shall not be required to segregate such security deposit from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. No holder of a Superior Interest (as defined in Paragraph 21 below), nor any purchaser at any judicial or private foreclosure sale of the Real Property or any portion thereof, shall be reasonably acceptable responsible to Tenant for such security deposit unless and only to the extent such holder or purchaser shall have actually received the same. If Landlord transfers such security deposit to the grantee or transferee of Landlord's interest in the Real Property, Landlord shall be released from any further responsibility or liability for such security. 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 shall provide, among other things, in effect that:obligations hereunder.

Letter of Credit. In lieu of providing a cash Tenant shall have the option to provide the Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver Deposit to Landlord in the form of an unconditional, irrevocable and transferable sight draft letter of credit (“"Letter of Credit”") running naming Landlord as beneficiary, and in favor of Landlordthe form attached hereto as Exhibit J, with or other form acceptable to Landlord in its sole discretion. If Tenant elects to provide the Letter of Credit securing in lieu of the installment payments of the Security Deposit pursuant to Section 26.1, the Letter of Credit shall be provided to Landlord concurrently with Tenant’s obligations hereunder subject to 's execution of this Lease and the terms and conditions set forth in the Lease. The terms "Stated Amount" of the Letter of Credit, which are subject to Landlord’s reasonable consent, Credit(s) shall strictly comply with the provisions of this Addendum #1be $182,850.00. The Letter of Credit shall be issued by a bank acceptable reasonably satisfactory to Landlord with a branch located in Landlord’s reasonable discretion Southern California as security for the faithful performance and under the supervision observance by Tenant of the banking commission terms, provisions and conditions of the State this Lease. The form and content of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable shall conform to Landlord International Standby Practices 1998 International Chamber of Commerce Publication No. 590. So long as the Tenant is the originally named Tenant in Landlord’s reasonable discretionSection 1.12 (or a Transferee permitted pursuant to Section 15.7) and is not, and has not been, in default in the payment of Rent or any other financial obligation under this Lease, or in any other material default under any other of the terms or provisions of this Lease, at any time during the Lease Term, then, (i) commencing with the thirtieth (30th) full calendar month following the Rent Commencement Date, Tenant shall at its cost substitute another have the right to replace the Letter of Credit from previously issued with a bank that new Letter of Credit having a Stated Amount of $91,425.00, and (ii) as of the forty-second (42nd) full calendar month following the Rent Commencement Date, the Letter of Credit then held by Landlord shall be returned to Tenant and Landlord shall have no further rights thereto. In the event Tenant is acceptable to or has been in default in the payment of Rent or any other financial obligation under this Lease, or has been in any other material default under this Lease, the Letter of Credit shall be retained by Landlord until the expiration or earlier termination of this Lease as otherwise provided in Landlord’s sole reasonable discretionthis Section 26.5 (absent this paragraph). The Letter of Credit shall be irrevocable state that an authorized officer or other representative of Landlord may make demand on Landlord's behalf for the period ending no Stated Amount of the Letter of Credit, or any portion thereof, and that the issuing bank must immediately honor such demand, without qualification or satisfaction of any conditions, except the proper identification of the party making such demand. In addition, the Letter of Credit shall indicate that it is freely transferable in its entirety by Landlord as beneficiary and that upon receiving written notice of transfer, and upon presentation to the issuing bank of the original Letter of Credit, the issuer or confirming bank will reissue the Letter of Credit naming such transferee as the beneficiary. Tenant acknowledges and agrees that it shall pay upon Landlord's demand, as Additional Rent under the Lease, 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 H&H Project; or (ii) the addition, deletion, or modification of any beneficiaries under the Letter of Credit. The Letter of Credit shall have a term of not less than one (1) year year. If the term of the Letter of Credit held by Landlord will expire prior to the last day of the Lease Term and it is not extended, or a new Letter of Credit meeting the requirements of this Article 26 is not substituted, within thirty (30) days prior to the expiration of the expiring Letter of Credit, then Landlord shall be entitled to make demand for the Stated Amount of said Letter of Credit and, thereafter, to hold such funds as a cash security deposit in accordance with this Article 26. The Letter of Credit and any such proceeds thereof shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease. If Tenant commits a default with respect to any provision of this Lease, Landlord may (but shall not be required to) draw upon all or any portion of the Stated Amount of the Letter of Credit, and Landlord may then hold such proceeds as a cash security deposit and/or apply all or any part of the proceeds for the payment of any sum which is in default, or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant's default or to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of the Letter of Credit proceeds are so used or applied, Tenant shall, within ten (10) days after demand therefor, post an additional Letter of Credit in an amount to cause the date aggregate amount of issuancethe unused proceeds and such new Letter of Credit to equal the Stated Amount required in this Article 26 above. Tenant Landlord shall renew not be required to keep any proceeds from the Letter of Credit separate from its general funds. Should Landlord sell its interest in the Premises during the Lease Term and if Landlord deposits with the purchaser thereof the Letter of Credit or any proceeds of the Letter of Credit, thereupon Landlord shall be discharged from any further liability with respect to the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expirationsaid proceeds. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms Any remaining proceeds of the Letter of Credit held by Landlord after expiration of the Lease Term, after any deductions described in this Article 26 above, shall be reasonably acceptable returned to Tenant or, at Landlord's option, to the last assignee of Tenant's interest hereunder, within sixty (60) days following the expiration of the Lease Term. Tenant hereby waives any rights or benefits that may be available to Tenant under California Code Section 1950.7 with respect to the proceeds of any Letter of Credit that may be held by Landlord and shall provide, among other things, in effect that:as a security deposit from time to time.

Letter of Credit. In lieu Anything in this Lease to the contrary notwithstanding, Tenant, instead of providing a depositing cash with Landlord as the Security Deposit, simultaneously with shall instead provide a clean, unconditional, irrevocable, negotiable commercial Letter of Credit (the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“"Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit"), which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank which is reasonably acceptable to Landlord and which is located in Broward County or Palm Beach County, Florida, naming Landlord (or its successor as Landlord’s reasonable discretion ) as beneficiary and under in the supervision form of EXHIBIT "G" to this Lease. Upon issuance of the banking commission Letter of Credit, a copy of it shall be attached to this Lease. The Letter of Credit shall have a term of at least 12 months, and it shall by its terms be renewed automatically each year by the bank, unless the bank gives written notice to the beneficiary, at least 30 days prior to the expiration date of the State then existing Letter of California or Credit, that the Federal Deposit Insurance Corporationbank elects that it not be renewed. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to is ever not renewed and has less than 30 days remaining in its term, Landlord may draw on it and will then hold the proceeds as a cash Security Deposit in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter accordance with the terms of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionthis Lease. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuancetransferable. Tenant shall renew reimburse Landlord for all transfer fees incurred for both the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Guaranty Letter of Credit within ten (10) Business Days of its expirationCredit. Provided Tenant has not been in Monetary Default under this Lease, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable reduced by 50% (or $400,000.00) as of January 1st of the year following the year in which the Tenant under this Lease or any Guarantor achieves a minimum net worth of not less than $50,000,000.00 and annual income from operations (as defined and reflected in Tenant's filings with the Securities and Exchange Commission) of not less than $2,000,000.00 for two consecutive years as certified by an independent certified public accountant. In addition to Landlord the above reduction, provided Tenant has not been in Monetary Default under this Lease, the Letter of Credit shall be reduced by an additional 25% (or $200,000.00) as of January 1st of the year following the year in which the Tenant under this Lease or any Guarantor achieves a minimum net worth of not less than $100,000,000.00 and annual income from operations (as defined and reflected in Tenant's filings with the Securities and Exchange Commission) of not less than $5,000,000.00 for two consecutive years as certified by an independent certified public accountant. In addition to the above reductions, provided Tenant has not been in Monetary Default under this Lease, the Letter of Credit shall provide, among other things, be cancelled and returned to Tenant as of January 1st of the year following the year in effect that:which the Tenant under this Lease or any Guarantor has maintained an investment grade rating from Standard & Poors of BBB-- or better for one year without any downgrades.

Letter of Credit. In lieu Tenant’s obligations under this Lease shall be secured by an irrevocable and unconditional letter of providing a cash credit in the amount of $1,325,000.00 (the “Security Deposit”), simultaneously which shall be held by Landlord to secure Tenant’s obligations under this Lease; provided, however, that if the Tenant elects to receive the Reduced Allowance rather than the Allowance, then the amount of the amount of the letter of credit may be reduced to $740,000. Upon any election by Tenant to receive the Reduced Allowance, Landlord agrees to cooperate with Tenant to achieve a reduction of the amount of the Letter of Credit. The amount of the Letter of Credit and the Security Deposit shall be increased by 20% of the amount, if any, of the Additional Amortizable Improvement Allowance paid to Tenant. The Security Deposit is not an advance rental deposit or a measure of Landlord’s damages for an Event of Default (defined below). The amount of the Letter of Credit Tenant is required to maintain shall be reduced by one third of its face amount on the first day of each of the fourth and fifth Rental Years and shall be entirely eliminated on the first day of the sixth Rental Year. Notwithstanding the foregoing, the amount of the Letter of Credit shall not be reduced if on the day of any such reduction, an Event of Default has occurred and is continuing or an event has occurred that with the execution passage of time or the giving of notice, of both, would constitute an Event of Default. Landlord may use any portion of the Security Deposit to satisfy Tenant’s unperformed obligations under this Lease, without prejudice to any of Landlord’s other remedies. If so used, Tenant may deliver shall pay Landlord an amount that will restore the Security Deposit to its original amount upon request. On or before the Effective Date, Tenant shall furnish to the Landlord an irrevocable standby letter of credit from a financial institution acceptable to the Landlord, as determined by the Landlord in its sole and transferable absolute discretion. The Landlord hereby agrees that Bank of America, Xxxxx Fargo, BB&T, US Bank and PNC are financial institutions acceptable to the Landlord. Any letter of credit furnished to Landlord pursuant to the terms of this Section 19.22, together with any replacement or substitute letter of credit (or amendment thereto extending the expiry date), shall be referred to herein as the “Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by in a bank form reasonably acceptable to Landlord. The Letter of Credit must explicitly provide that it is assignable and transferable more than once and if requested by Landlord (or any successor thereto), the Tenant shall cause a new Letter of Credit to be issued in the name of any successor to Landlord’s reasonable discretion and . The only conditions for payment, in whole or in part, under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable shall be the presentation (which may occur in the Charlotte, North Carolina) by the Landlord, or any successor or assign of the Landlord, to the financial institution issuing the Letter of Credit of a certificate referencing this Lease and stating that the Tenant (or its assignee or sublessee) is in default of its obligations under this Lease. The Letter of Credit shall have a term of not less than one (1) year and the Tenant shall be obligated to deliver to the Landlord a replacement or substitute Letter of Credit (or amendment thereto extending the expiry date) satisfying the terms of this Section 19.22 at least thirty (30) days prior to the expiration date of the Letter of Credit previously deposited with the Landlord by the Tenant. If such replacement or substitute Letter of Credit (or amendment thereto extending the expiry date) satisfying all of the requirements of this Section 19.22 is not furnished within seven (7) business days prior to the expiration of the previously furnished Letter of Credit, then the Landlord may draw all or part of the Letter of Credit and hold all the proceeds thereof as security for the Tenant’s obligations hereunder until such time as a substitute Letter of Credit is furnished. Notwithstanding anything to the contrary set forth in this Lease, there shall be no cure period applicable to the Tenant’s obligation to furnish a replacement or substitute letter of Credit (or amendment thereto extending the expiry date). Upon the Landlord’s receipt of a replacement or substitute Letter of Credit (or amendment thereto extending the expiry date) satisfying the terms of this Section 19.22, the Landlord shall promptly return to the Tenant any Letter of Credit previously furnished to the Landlord in connection with this Lease plus any funds that have been disbursed to Landlord in Landlord’s reasonable discretionfrom the previous Letter of Credit because of the imminent expiration of the Letter of Credit. If the Letter of Credit is lost, mutilated, stolen or destroyed, Tenant shall at its cost substitute another cooperate with Landlord's efforts to cause the bank to cancel the lost, mutilated, stolen or destroyed Letter of Credit from a bank that is acceptable and to Landlord in Landlord’s sole reasonable discretionreplace such Letter of Credit. The Letter of Credit, and the funds drawn thereunder, shall secure all of the obligations of the Tenant under this Lease. The Letter of Credit shall be irrevocable considered a cash deposit for the period ending no less than one (1purposes of Section 502(b)(6) year after of the date Bankruptcy Code. Upon the occurrence of issuance. a default by Tenant shall renew to pay the amounts required pursuant to this Lease, the Landlord may, from time to time and without prejudice to any other remedy available to the Landlord at law or in equity, draw upon the Letter of Credit in whole or in part and maintain it for apply the period ending one hundred twenty (120) days after funds so drawn to make good on the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expirationamounts owed by Tenant hereunder. If (a) no Event of Default has occurred and is continuing and no event has occurred that with the passage of time or the giving of notice, of both, would constitute an Event of Default and (b) if the credit rating of Tenant fails exceeds BBB+ (from S&P or Fitch) or Baa1 (from Xxxxx’x) for a period of 12 consecutive months following the Rent Commencement Date, then the requirement for Tenant to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of provide the Letter of Credit shall be reasonably acceptable to cease and terminate and Landlord and shall provide, among other things, in effect that:promptly return any Letter of Credit it holds.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously (a) Tenant acknowledges that Landlord is unwilling to execute this Lease unless Xxxxxx provides Landlord with additional security for Tenant’s obligations under the execution of this Lease. Therefore, Tenant may shall deliver to Landlord Landlord, within five (5) business days of the Commencement Date, an irrevocable and transferable letter Irrevocable Standby Letter of credit Credit (“Letter of Credit”) running which shall (1) be in favor of Landlorda form reasonably acceptable to Landlord and based on a draft issued by Xxxxxx’s bank prior to issuance thereof and approved by Landlord in its sole discretion, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall (2) be issued by a bank reasonably acceptable to Landlord with minimum assets of $10,000,000,000, upon which presentment may be made in Landlord’s reasonable discretion San Francisco or Oakland, California, (3) be in an amount equal to $1,500,000, (4) allow for partial and under multiple draws thereunder, and (5) have an expiration date not earlier than thirty (30) days after the supervision third anniversary of the banking commission Commencement Date or in the alternative, have a term of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no not less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is be automatically renewable for an additional one (1) year period unless, on or before the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than date thirty (30) days before expiration. If Tenant fails prior to the 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 within ten (10) Business Days shall provide that, in the event of Landlord’s assignment of its expirationinterest in this Lease, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable freely transferable by Landlord to the assignee without charge to Landlord. 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 (signed by its manager or an officer) certifying that the requested sum is due and payable from Tenant and Xxxxxx has failed to pay, and with no other conditions. Tenant agrees that it shall provideform time to time, among other thingsas necessary, whether as a result of a draw on the Letter of Credit by Landlord pursuant to the terms hereof or as a result of the expiration of the Letter of Credit then in effect, renew or replace the original and any subsequent Letter of Credit so that a Letter of Credit, in the amount required hereunder, and satisfying all the conditions thereof, is in effect that:until a date which is at least thirty (30) days after the third anniversary of the Commencement Date. If Tenant fails to furnish such renewal or replacement at least thirty (30) days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord may draw upon such Letter of Credit (and/or Additional Letter(s) of Credit (as hereinafter defined)) and hold the proceeds thereof without payment of interest (and such proceeds need not be segregated) (“Security Proceeds”).

Letter of Credit. In lieu of providing If Tenant elects to use a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”: (a) running in favor of Landlord, with the Landlord shall have no obligation to accept a Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth unless it complies, in the Lease. The terms of the Letter of Creditall respects, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit Exhibit G attached, which shall be issued by a bank acceptable to Landlord determined in Landlord’s reasonable discretion 's sole discretion; and under (b) if accepted by Landlord, the supervision of Security Deposit shall remain in the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit unless and until the parties mutually agree, in writing, otherwise. Landlord is authorized to charge any damages it may sustain as the result of any default by Tenant against the Security Deposit; provided that in no event shall Landlord be entitled to draw more than the Maximum Draw Amount (as defined in Exhibit G) in effect at that time. Unless there is a bona fide dispute between Landlord and Tenant related to use of the Security Deposit (in which case the process contemplated under Section 17.3 will be followed), if any portion of the Security Deposit is in the form of cash and, i, prior to the termination of this Lease Landlord uses all or part of that cash portion the Security Deposit, in whole or in part, , Tenant shall immediately restore the cash amount so used by Landlord. At the Expiration Date, an earlier termination of this Lease, and/or whenever Tenant is required to restore amounts of the Security Deposit, Tenant shall be reasonably acceptable entitled to an accounting of all disbursements and applications of the Security Deposit made by Landlord as of that date. Within 90 days after the expiration or earlier termination of this Lease, any unused portion of the Security Deposit shall be returned to Tenant, but only after an inspection of the Premises has been made by Landlord after vacation by Xxxxxx, provided such inspection occurs with 30 days of vacation and subject to application of the Security Deposit as allowed under this Lease or otherwise by law. Notwithstanding the fact that this Lease may have expired or been terminated, Xxxxxxxx's right to use the Security Deposit as otherwise provided in this Section shall provide, among continue in full force and effect with respect to any amount received by Landlord in payment of Tenant's obligations under this Lease which Lender may be required to repay under any bankruptcy or insolvency laws. Any cash portion of the Security Deposit may not be commingled with other things, in effect that:Landlord's funds. Tenant shall not be credited with or entitled to any interest from Landlord on its Security Deposit.

Letter of Credit. In Landlord agrees that in lieu of providing a portion of the cash Security DepositDeposit required to be delivered to Landlord hereunder (such portion not to exceed $100,000.00), simultaneously Tenant may deliver to Landlord, concurrently with the Tenant's execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable a letter of credit, which letter of credit (“Letter of Credit”) running shall be in favor of Landlord, form and with the Letter substance of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the LeaseExhibit I attached hereto. The terms letter of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit credit shall be issued by a bank financial institution acceptable to Landlord with a branch in Landlord’s reasonable discretion Orange County, California, at which draws on the letter of credit will be accepted. The letter of credit shall provide for automatic yearly renewals throughout the Term of this Lease and under shall have an outside expiration date (if any) that is not earlier than 30 days after the supervision expiration of the banking commission Lease Term. In the event the letter of credit is not continuously renewed through the period set forth above, or upon any breach under this Lease by Tenant, including specifically Tenant's failure to pay Rent or to abide by its obligations under Sections 7.1 and 15.2 below, Landlord shall be entitled to draw upon said letter of credit by the issuance of Landlord's sole written demand to the issuing financial institution. Any such draw shall be without waiver of any rights Landlord may have under this Lease or at law or in equity as a result of any Default hereunder by Tenant. If Tenant elects to deliver a letter of credit in lieu of a portion of the State of California or the Federal cash Security Deposit Insurance Corporation. If the credit of the bank that originally issues required to be delivered to Landlord hereunder, Landlord shall authorize reductions to the Letter of Credit becomes unacceptable (and the Security Deposit) in the amount of $50,000.00 as of the first day of each of the 37th and 49th Lease months, respectively; provided that any such reductions shall be conditioned upon (i) Tenant not having been in Default under this Lease at any time and not having had more than two (2) late payments under this Lease preceding such reduction and (ii) a written request for such reduction having been submitted to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less not earlier than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) 30 days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant prior to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:applicable reduction date.

Letter of Credit. In lieu The Bank may provide to the District as eligible security for District deposits in excess of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter FDIC coverage one or more letters of credit for the benefit of the District and for the account of the Bank issued by an agency or instrumentality of the United States, including the Federal Home Loan Bank of Dallas (each a “Letter of Credit”) running ); provided, however, the initial use of a Letter of Credit shall be subject to the prior written approval of the District as to its form and the agency or instrumentality providing the letter of credit. The face amount of the Letters of Credit outstanding at any time shall be equal to no less than the amount of the District’s deposits in favor excess of LandlordFDIC coverage, with including accrued interest, less the market value, exclusive of accrued interest, of any Pledged Securities. Each Letter of Credit shall be irrevocable and shall provide that the Safekeeping Institution, in its capacity as provider of a Letter of Credit, will pay the District an amount equal to the District’s draw request up to the face amount of the Letter of Credit securing Tenant’s obligations hereunder subject to on any business day through the terms and conditions set forth in the Lease. The terms expiration date of the Letter of Credit, which are subject upon presentation of the original Letter of Credit and a draw request stating that demand has been made by the District to Landlord’s reasonable consent, shall strictly comply with the provisions Bank for performance of this Addendum #1an obligation of the Bank owed to the District and that said demand has not been satisfied by the Bank. The Bank agrees that the District shall have the right to direct that the proceeds of a draw request be deposited in an account designated by the District in its sole discretion. Each Letter of Credit shall be issued held by the District’s bookkeeper or other authorized representative, as set forth in Addendum A, and shall be valued at its face value. The Bank agrees to cause the Safekeeping Institution, in its capacity as the provider of a bank acceptable Letter of Credit, to Landlord in Landlorddeliver to the District’s reasonable discretion bookkeeper a replacement Letter of Credit at least 3 business days prior to the expiration date of an existing Letter of Credit, if the Bank has elected to maintain a Letter of Credit as collateral for District deposits. The Bank and under the supervision District may enter into a Letter of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues Credit Agreement pertaining to the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretionCredit, Tenant shall at its cost substitute another which Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit Agreement shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt incorporated herein by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:reference.

Letter of Credit. In lieu of providing a cash addition to the Security Deposit, simultaneously with the execution of this Leaseif any, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlordas additional security hereunder, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Creditevent Tenant fails, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which any time during the Term expires(including any Extensions) to maintain cash or cash equivalent reserves of at least Ten Million Dollars ($10,000,000) (the “Cash Requirement”), and shall provide that it is automatically renewable for the Termthen Tenant shall, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days days after the date the Cash Requirement fails to be satisfied, deliver to Landlord written notice thereof and a letter of its expirationcredit in an amount equal to six (6) times the then effective Monthly Rent. The letter of credit shall be substantially in the form and of the substance of Exhibit F attached hereto, and issued by Union Bank of California or another financial institution reasonably acceptable to Landlord. Tenant shall be entitled to replace any such letter of credit with a new letter of credit that satisfies such conditions, and upon delivery of such replacement letter of credit by Tenant to Landlord, Landlord may shall deliver the old letter of credit to Tenant and cooperate with Tenant in terminating the old letter of credit, including by authorizing a full exoneration and release of the letter of credit. Landlord shall be entitled to draw on the existing Letter letter of Credit credit if Tenant has not replaced the letter of credit and maintain the funds as a non-interest-bearing deposit letter of credit is due to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form expire within ten (10) days and terms before the end of the Letter Term. If Landlord so draws on the letter of Credit credit, then Landlord shall hold the letter of credit proceeds as an additional security deposit; provided, however, that if Tenant subsequently delivers a letter of credit meeting the requirements set forth above, then Landlord shall immediately release such proceeds to Tenant. Upon any default by Tenant which has not been cured within the applicable time period after any notice required by this Lease, including specifically but without limitation Tenant’s obligation to pay rent or abide by any of its obligations under this Lease, Landlord shall be reasonably acceptable entitled to Landlord and shall provide, among other things, draw upon said letter of credit in effect that:the amount of the default(s) by the issuance of Landlord’s sole written demand to the issuing financial

Letter of Credit. In lieu At the time of providing a cash Security Depositinitial issuance and delivery of the Bonds, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the there is no Letter of Credit securing Tenant’s obligations hereunder in effect. The Borrower may at any time, upon notice to the Issuer, deliver a Letter of Credit effective at the start of a Rate Period, or at another time consistent with the Indenture, subject to the terms and conditions set forth in this Section 5.13 and in Section 5.14 and to the Lease. The terms requirements of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1Indenture. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no Not less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails prior to renew the delivery of a Letter of Credit, the Borrower shall (i) deliver to the Trustee and the Remarketing Agent a written commitment for the delivery of such Letter of Credit, (ii) inform the Trustee and the Remarketing Agent of the date on which the Letter of Credit within ten will become effective and (10iii) Business Days inform the Trustee of the rating expected to the Bonds after the related Letter of Credit is delivered. On or prior to the date of the delivery of a Letter of Credit to the Trustee, the Borrower shall cause to be furnished to the Trustee and the Issuer (i) an opinion of Bond Counsel to the effect that the delivery of such Letter of Credit to the Trustee is authorized under the Indenture and complies with the terms hereof and thereof and will not adversely affect the Tax-Exempt status the Bonds and (ii) an opinion to the effect that the Letter of Credit is exempt from registration under the Securities Act of 1933, as amended, and is enforceable in accordance with its expirationterms, Landlord except to the extent that enforceability thereof may draw on be limited by bankruptcy, reorganization or similar laws limiting the enforceability of creditors’ rights generally and except that no opinion need be expressed as to the availability of any discretionary equitable rights. If a Letter of Credit is already in effect, upon delivery of a new Letter of Credit pursuant to this Section 5.13, the provider of the new Letter of Credit shall refund to the provider of the existing Letter of Credit the purchase price of all Outstanding Bank Bonds, including any accrued and maintain unpaid interest on such Bank Bonds, calculated as set forth in the funds as a non-interest-bearing deposit Reimbursement Agreement relating to be returned to Tenant on receipt by Landlord of a substitute the existing Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form Credit, unless the Borrower pays such purchase price and terms of interest directly to the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:Bank.

Letter of Credit. In lieu On the date of providing a cash Security Deposit, simultaneously with the execution of this LeaseSublease Agreement by Subtenant, Tenant may Subtenant at its sole cost and expense shall deliver to Landlord Sublandlord, from a financial institution acceptable to Sublandlord, an irrevocable and transferable irrevocable, unconditional standby letter of credit (“Letter in the amount of Credit”) running $220,000.00, in favor of Landlord, with substantially the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions form as set forth in the Lease. The terms Exhibit A attached hereto and incorporated herein by reference, with any revisions thereof to be approved, in advance, by Sublandlord (such letter of credit, together with any other renewal or replacement letters of credit delivered or to be delivered by Subtenant hereunder shall be referred collectively as the "Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1"). The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under maintained until the supervision expiration of the banking commission of the State of California or the Federal Deposit Insurance CorporationTerm. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall Subtenant may periodically renew the Letter of Credit and maintain to assure that it for is maintained throughout the period ending one hundred twenty entirety of said period; provided, any such periodic Letter of Credit must be extended, renewed and/or replaced with a new Letter of Credit at least sixty (12060) days prior to the maturity date of the preceding periodic Letter of Credit. Within ten (10) days after the end expiration of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant provided no draw is pending or has been made with the issuer of said Letter of Credit by the Sublandlord, and the Subtenant is not in default (nor are there any conditions which, but for the passage of time where the giving of notice would constitute a default), then Subtenant shall be entitled to the provisions a full release of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on and Sublandlord shall return the existing Letter of Credit and maintain to Subtenant. Notwithstanding any other provisions to the funds contrary contained within this Sublease, upon the occurrence of a default by Subtenant in the payment of rent (whether denoted as Base, Additional or otherwise) or of any other default by Tenant pursuant to the terms of this Sublease Agreement beyond the expiration of any applicable cure period, Sublandlord may, upon five (5) days prior written notice to Subtenant, draw upon the Letter of Credit. The amount of such draw shall be in the amount of the default plus reasonable attorneys fees incurred by Landlord. In the event of a non-interest-bearing deposit draw upon the Letter of Credit, Subtenant shall restore or replace the Letter of Credit to be returned the full amount as existed prior to Tenant on receipt by Landlord the draw (a "Replenishment Event"). Notwithstanding any provision contained hereto to the contrary, in the event of either: (a) Subtenant does not extend, renew and/or replace a maturing periodic Letter of Credit with a substitute Letter of Credit from Tenant meeting all requirements at least sixty (60) days prior to the stated expiration date of this Addendum #1. The form and terms said Letter of Credit, or (b) if Subtenant shall fail to restore or replace the Letter of Credit shall be reasonably acceptable to Landlord and shall providethe full amount as existed prior to the draw within the earlier of: (a) 30 days of the Replenishment Event, among other things, in effect that:or (b) Sublandlord's issuance of a writ of

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may shall deliver to Landlord an irrevocable irrevocable, unconditional commercial Letter of Credit in form acceptable to Landlord in the sum of $37,002.00, issued by an FDIC insured national banking association acceptable to Landlord, having a maturity date not earlier than October 31, 2004, and transferable letter drawn in favor of credit Landlord (“the "Letter of Credit”) running in favor of Landlord, with the '). The Letter of Credit securing Tenant’s obligations hereunder subject to the shall, among other terms and conditions set forth in the Lease. The terms of the provisions, permit multiple draws thereunder by Landlord issuing sight drafts against such Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued serve as additional security for the performance by a bank acceptable to Landlord in Landlord’s reasonable discretion Tenant of its covenants and obligations under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank this Lease, it being understood and agreed that originally issues the, security evidenced and represented by the Letter of Credit shall not be considered as a measure of Landlord's damages in the event of a Default by Tenant under this Lease. In the event that Tenant ever becomes unacceptable to in Monetary Default (as defined in Section 23 hereof) under this Lease or if Tenant becomes in Non-Monetary Default (as defined in Section 23 hereof) under this Lease, then in either event, Landlord in Landlord’s reasonable discretion, Tenant may (but shall at its cost substitute another not be obligated to) draw on such Letter of Credit from a bank that is acceptable for any and all amounts due to Landlord but not paid by Tenant as a result of or in Landlord’s sole reasonable discretionconnection with any such Default. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew However, by drawing any such sums under the Letter of Credit Credit, Tenant's Default shall not be deemed to have been cured and maintain Landlord shall continue to have the right to pursue all rights and remedies it for the period ending one hundred twenty (120) days after the end may have as a result of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, said Default unless released pursuant Landlord provides written notice to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than contrary to Tenant within thirty (30) days before expiration. If Tenant fails to renew after Landlord draws such sums under the Letter of Credit within ten (10) Business Days In the event Landlord obtains possession of its expirationthe Leased Premises because of any Default hereunder by Tenant, whether by judicial proceeding or otherwise, Landlord may shall have the right to draw on the existing entire-proceeds available under the Letter of Credit and maintain the funds to apply such proceeds to damages to which Landlord may be entitled as a result of said default by Tenant, but such proceeds shall not be a measure of or limit on Landlord's damages. In the event that a final non-interest-bearing deposit to be returned to Tenant on receipt appealable judgment is obtained from a court of competent jurisdiction which establishes Landlord's final damages at a sum which is less than the amounts drawn therefore by Landlord under the Letter of a substitute Credit, or if Landlord, in its sole discretion, determines that its total actual damages are less than the amounts drawn by Landlord under the Letter of Credit, then Landlord shall refund the balance, without interest, to Tenant. If by reason of one or more sight drafts drawn on the Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms by Landlord, the amount of the Letter of Credit is reduced or exhausted, Tenant shall be reasonably acceptable immediately provide a new or additional Letter of Credit, subject to the same terms as set forth in the original Letter of Credit so that Landlord at all times during the Lease Term is holding one or more Letters of Credit with an undrawn balance thereunder totaling at least $37,002.00. Tenant shall have the right to replace the Letter of Credit with other security so long as such security and shall provide, among other thingsLandlord's rights to obtain access to and the use of such security or the proceeds thereof are satisfactory to Landlord, in effect that:its sole discretion.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of addition to its primary obligations under this Lease, Tenant may deliver shall, commencing March 31, 2000, and continuing throughout the Lease Term (including any Extension Terms), at any time that Tenant fails to Landlord meet or equal the "Financial Standards" set forth below, provide security against a default by Tenant under this Lease in the form of an irrevocable and transferable unconditional, irrevocable, standby letter of credit (“Letter of Credit”) running in favor of Landlord"LC"), naming Landlord as the payee thereunder, with terms as described in more detail below. The LC shall be in an amount equal to six (6) months' then current Base Rent and shall be increased by the Letter amount of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth upon any increase in the monthly Base Rent payable under this Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit LC shall be issued by a money center bank (a bank which accepts deposits, maintains accounts, has a local San Diego office which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord, and shall be in a form and content reasonably acceptable to Landlord and in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionform required hereunder. The Letter of Credit LC shall be irrevocable for the period ending no less than one (1) year after the date drawable by Landlord upon presentation of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant a sight draft or demand to the provisions of this Section LC issuer. Landlord may present such a sight draft or unless demand if (i) the issuing bank delivers a notice of non-renewal no later than LC has not been renewed and replaced by Tenant at least thirty (30) days before expirationprior to the expiration date of the then effective LC, or (ii) Tenant commits a default under this Lease; provided, however, proceeds of the drawn LC shall be applied to Rent, damages or charges to which Landlord is entitled under the Lease as a result of Tenant's default. If Landlord makes a draw upon the LC pursuant to this Section 21.1 and Tenant fails to renew replenish the Letter of Credit LC (or, if applicable, the CD described in Section 21.4 below) within ten (10) Business Days of its expirationdays thereafter to an amount equal to six (6) months' then current Base Rent, then Tenant shall be in default under this Lease. The LC is not intended to represent liquidated damages for Tenant's default, but only a mechanism for paying the Rent, damages or charges to which Landlord may be entitled. If allowed by the issuing bank, Landlord may draw on shall be entitled to grant a security interest in, or make a collateral assignment of, Landlord's rights under the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt LC in connection with mortgage indebtedness incurred by Landlord of to a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1bona fide third-party institutional lender in an arm's-length transaction. The form LC shall indicate that it is transferable in it entirety by Landlord as beneficiary and terms that upon receiving written notice of the Letter transfer and upon presentation to the issuer of Credit the LC the issuer will reissue the LC naming such transferee as beneficiary. Tenant shall be reasonably acceptable to Landlord and shall providepay all expenses, among other thingspoints, and/or fees incurred in effect that:obtaining the LC.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously Concurrently with the Tenant’s execution of this Lease, Guarantor shall deliver to Landlord its Guaranty of Tenant’s obligations hereunder. Such Guaranty provides for the termination of the Guaranty when certain criteria have been met including the deposit with Landlord of a letter of credit meeting the requirements of this Paragraph 32. Concurrently with Landlord’s written confirmation of termination of the Guaranty, Tenant may shall deliver to Landlord an irrevocable and unconditional, irrevocable, transferable letter of credit credit, in an amount equal to the “Required Amount” (defined below) issued by a financial institution acceptable to Landlord in the form attached hereto as Exhibit “F”, with an original term of no less than one year and automatic extensions through the end of the Term of this Lease and sixty (60) days thereafter (the “Letter of Credit”) running ). Landlord shall not unreasonably withhold its approval of such a financial institution if it is a national bank with office in favor of Landlord, with the San Francisco Bay Area (including an office allowing the Letter of Credit securing to be presented to and paid by such office) with assets in excess of twenty billion dollars. The term “Required Amount” shall mean a sum reasonably determined by Landlord as of the date the Letter of Credit is delivered hereunder to be the amount of ten (10) months Base Rent plus Additional Charges. Tenant shall keep the Letter of Credit, at its expense, in full force and effect until the sixtieth (60th) day after the Expiration Date or other termination of this Lease, to insure the faithful performance by Tenant of all of the covenants, terms and conditions of this Lease, including, without limitation, Tenant’s obligations to repair, replace or maintain the Premises and Tenant’s obligations under the Work Letter; provided, however, at any time during the term that Landlord holds cash as a security deposit hereunder subject to the terms and conditions set forth in the Lease. The terms amount of the Letter of Credit, which are subject Tenant shall not be in default hereunder for failing to Landlord’s reasonable consentmaintain the Letter of Credit. Landlord shall be entitled to draw the full amount of the Letter of Credit (i) at any time Tenant is in “default” (as defined in Paragraph 19(a)), shall strictly comply (ii) at any time an event has occurred which, with the provisions passage of this Addendum #1time or giving of notice or both, would constitute a default, where Landlord is prevented from, or delayed in, giving such notice because of an Insolvency Proceeding or (iii) on or after thirty (30) days prior to the expiration of the Letter of Credit. The Letter of Credit shall be issued by a bank acceptable provide for full payment to Landlord in Landlord’s reasonable discretion and under the supervision , upon presentation of the banking commission following to the issuer of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable (x) a letter signed by an authorized agent of Landlord stating that Landlord is entitled to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew draw the Letter of Credit and maintain it for (y) the period ending one hundred twenty (120) days after original Letter of Credit. In the end event of such payment to Landlord, Landlord shall hold the funds so obtained as the security deposit required under this Lease. Any unused portion of the calendar year in which the Term expires, and funds so obtained by landlord shall provide that it is automatically renewable for the Term, unless released pursuant be returned to the provisions Tenant upon replacement of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit or deposit of cash security in the full amount required as the face amount of the Letter of Credit hereunder. If Landlord uses any portion of the Letter of Credit, or the cash security deposit resulting from a draw on the Letter of Credit, to cure any default by Tenant hereunder, Tenant shall replenish the security deposit to the original amount within ten (10) Business Days days of notice from Landlord. Tenant’s failure to do so shall become be a material breach of this Lease. Landlord shall keep any cash security funds separate from its expirationgeneral funds, and shall invest such cash security at Tenant’s reasonable direction, and any interest actually earned by Landlord on such cash security shall be paid to Tenant quarterly. If an event of default occurs under this Lease or the Work Letter (including, without limitation, any default by Tenant with respect to its payment and performance obligations under the Work Letter), or if Tenant is the subject of an Insolvency Proceeding, Landlord may draw on present its written demand for payment of the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms entire face amount of the Letter of Credit and the funds so obtained shall become due and payable to Landlord. Landlord may retain such funds to the extent required to compensate Landlord for damages incurred, or to reimburse Landlord as provided herein, in connection with any such default, and any remaining funds shall be reasonably acceptable to Landlord and shall provide, among other thingsheld as a cash security deposit. Without limiting the foregoing, in effect that:the event of a default in Tenant’s obligations to complete or pay for the Tenant Improvements in accordance with the Work Letter, Landlord may use the security deposit to complete and/or pay for the Tenant Improvements to the extent of Tenant’s obligations as contemplated by the Work Letter. Landlord shall be entitled to assign the Letter of Credit and its rights thereto in connection with an assignment of this Lease to its Lender as security for the obligations of Landlord to such lender. Tenant shall cooperate with Landlord in connection with any modifications of the Letter of Credit that may be reasonably requested in connection with such assignment.

Letter of Credit. In lieu of providing a cash Security addition to the Deposit, simultaneously Tenant shall deposit with Landlord a clean, non-contingent irrevocable Letter of Credit (the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“"Letter of Credit”) running "), in favor of form and substance and issued by a financial institution reasonably acceptable to Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject in an amount equal to the terms and conditions set forth in cost of all Tenant Improvements to be performed by Landlord hereunder, the Lease. The terms total cost of which is expected to exceed $18.00 multiplied by the Rentable Area of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with Leased Premises (the provisions of this Addendum #1"Excess Costs"). The Letter of Credit shall be issued by a bank acceptable freely assignable to Landlord in any lender of Landlord’s reasonable discretion , and to any successor or assign of Landlord's interest under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionLease. The Letter of Credit shall be irrevocable for the period ending no less than one deposited with Landlord within five (15) year calendar days after the date the Budget is delivered to Tenant or, if the Budget requires Tenant's approval, within five (5) calendar days after the date the Budget is approved (or deemed approved) by Tenant. If from time to time, during the course of issuance. Tenant shall renew construction or upon completion thereof, the Excess Costs are reasonably expected to or actually exceed the original amount of the Letter of Credit and maintain it for the period ending one hundred twenty Credit, then within five (1205) days after of Landlord's request, the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms principal amount of the Letter of Credit shall be reasonably acceptable increased by Tenant accordingly. Landlord's receipt of the Letter of Credit shall be confirmed in the Lease Commencement Agreement. To the extent the same has not been applied or exhausted pursuant to the further terms hereof, the Letter of Credit shall be returned by Landlord to Tenant following the expiration of the Lease Term. In addition to any and all other remedies available to Landlord under this Lease, Landlord shall have the right to draw upon the Letter of Credit to cure any breach by Tenant of any of Tenant's obligations or duties pursuant to the Lease, if such breach is not cured beyond the applicable cure period, if any. Any demand by Landlord for a draw upon the Letter of Credit shall be accompanied by a statement to the issuer thereof purportedly signed by an authorized representative of Landlord certifying that Tenant is in breach of its obligations under the Lease beyond the expiration of applicable grace and cure periods, if any, and that Landlord is entitled to draw upon the Letter of Credit in accordance with the terms of the Lease. Upon any such draw, Tenant shall provide, among other things, in effect that:immediately restore the same to its original amount. No interest shall accrue thereon or be paid or payable with respect to the Letter of Credit.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with Borrower shall cause the Letter of Credit securing Tenant’s obligations hereunder subject to remain valid and effective at all times while the Loan is outstanding plus an additional thirty (30) days following the full payment of the Loan unless and to the terms and conditions set forth in the Lease. The terms of extent the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with Credit is drawn upon by Lender and paid in the provisions amount of this Addendum #1such draw. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion effective and under the supervision delivered as of the banking commission of Closing Date. Lender shall have the State of California right to draw in full or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues in part upon the Letter of Credit becomes unacceptable Credit, without notice to Landlord in Landlord’s reasonable discretionBorrower: (i) upon the occurrence of an Event of Default; (ii) if Lender has not received, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than least thirty (30) days before expiration. If Tenant prior to the date on which the then outstanding Letter of Credit is scheduled to expire, a renewal or replacement Letter of Credit that satisfies all requirements of this Section 6.08 and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (iii) upon a transfer of the Loan by Lender (within the meaning of Article 15 hereof) to another party ("TRANSFEREE"), Lender or is Transferee has not been delivered within ten (10) days of Lender's notice of such transfer, for any reason, either an endorsement to any Letter of Credit by the issuing financial institution evidencing Transferee as the new beneficiary thereunder or a substitute Letter of Credit naming Transferee as beneficiary thereunder and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (iv) if Borrower fails to renew cooperate in any manner deemed appropriate or advisable by Lender in order for Lender to obtain an endorsement or substitute Letter of Credit and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (v) if Borrower fails to pay any transfer fee due in connection with transferring the Letter of Credit to the Transferee and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; or (vi) if Lender has not received within ten (10) Business Days of its expiration, Landlord may draw on the existing earlier of (A) Lender's notice to Borrower that the financial institution issuing the Letter of Credit and maintain ceases to meet the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute rating requirement set forth in this Section 6.08, or (B) Borrower finding out that the financial institution issuing the Letter of Credit from Tenant meeting ceases to meet the rating requirement set forth in this Section 6.08, a replacement Letter of Credit that satisfies all requirements of this Addendum #1Section 6.08 and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05. The form Lender shall be entitled to charge Borrower a reasonable processing fee for administering and terms reviewing any renewal, replacement or release of the Letter of Credit shall be reasonably acceptable which Borrower is required to Landlord and shall provideprovide pursuant to this Loan Agreement, among other things, in effect that:provided Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to have on deposit pursuant to Section 4.05.

Letter of Credit. In lieu As regards Policies issued by the Company coming within the scope of providing a cash Security Depositthis Agreement, simultaneously the Company agrees that when it shall file with the execution insurance regulatory authority or set up on its books reserves for unearned premium and losses and any other amounts covered hereunder which it shall be required by law to set up, it will forward to the Reinsurer a statement showing the proportion of this Lease, Tenant may deliver such reserves which is applicable to Landlord an irrevocable the Reinsurer. The Reinsurer hereby agrees to fund such reserves in respect of unearned premium and transferable letter of credit losses and any other amounts covered hereunder that have been reported to the Reinsurer relating thereto as shown in the statement prepared by the Company (hereinafter referred to as “Reinsurer’s Obligations”) by Letter of Credit”) running in favor . The Reinsurer agrees to apply for and secure timely delivery to the Company of Landlorda clean, with the irrevocable and unconditional Letter of Credit securing Tenant’s obligations hereunder subject issued by a bank and containing provisions acceptable to the terms and conditions set forth insurance regulatory authorities having jurisdiction over the Company’s reserves in an amount equal to the LeaseReinsurer’s proportion of said reserves. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Such Letter of Credit shall be issued for a period of not less than one year, and shall be automatically extended for one year from its date of expiration or any future expiration date unless thirty (30) days (sixty (60) days where required by a insurance regulatory authorities) prior to any expiration date the issuing bank acceptable shall notify the Company by certified or registered mail that the issuing bank elects not to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues consider the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionextended for any additional period. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew Reinsurer and Company agree that the Letter of Credit and maintain it for provided by the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released Reinsurer pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expirationAgreement may be drawn upon at any time, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements notwithstanding any other provision of this Addendum #1. The form Agreement, and terms be utilized by the Company or any successor, by operation of law, of the Letter Company including, without limitation, any liquidator, rehabilitator, receiver or conservator of Credit shall be reasonably acceptable to Landlord and shall providethe Company for the following purposes, among other things, unless otherwise provided for in effect thata separate Trust Agreement:

Letter of Credit. In lieu (a) As security for the performance by Tenant of providing a cash Security Deposit, simultaneously with the execution of its obligations under this Lease, Tenant may deliver hereby covenants and agrees that it shall obtain and maintain in full force and effect at all times during the time period commencing on the date of execution of this Lease through the seventh (7th) anniversary of the Rental Commencement Date (such period of time being referred to Landlord herein as the "Security Period") an irrevocable and transferable stand-by letter of credit (“Letter or irrevocable stand-by replacement letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder credit subject to and in accordance with the terms and conditions set forth below (such letters of credit and replacement letters of credit required to be provided hereunder being herein individually referred to as a "Letter of Credit" and collectively as the "Letters of Credit"; the initial Letter of Credit in the Leaseamount of $4,000,000 delivered hereunder and any replacement of such initial Letter of Credit that has a term which includes any period of time prior to the Rental Commencement Date is sometimes referred to herein as the "Original Letter of Credit"; and any subsequent Letter of Credit issued after the Rental Commencement Date is sometimes herein referred to as a "Replacement Letter of Credit"). The terms Landlord and Tenant acknowledge that in lieu of issuing a replacement of the initial or any subsequent Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision issuer of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the then existing Letter of Credit and maintain may elect to amend the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute then existing Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms to extend the maturity date thereof as required hereunder and, if applicable, reduce the amount of the Letter of Credit to the amount required to be maintained hereunder as of the date such reduction is permitted hereunder (it being understood and agreed that such amendment(s) shall be reasonably acceptable limited to Landlord and shall providesuch matters only), among other thingsby issuing an amendment to the then existing Letter of Credit, in effect that:which case the "Original Letter of Credit" or the "Replacement Letter of Credit" shall be deemed to be the then existing Letter of Credit, as so amended.

Letter of Credit. In lieu (a) Landlord hereby acknowledges receipt from Tenant of providing Tenant’s Letter of Credit from Silicon Valley Bank in the amount of Seven Hundred Thousand Dollars ($700,000.00) in a cash Security Deposit, simultaneously form complying with the execution provisions of this Lease, Tenant may deliver Article 53 and otherwise satisfactory to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1). The Letter of Credit shall be issued held by Landlord as security for the payment of rent and the performance of Tenant’s other obligations under this Lease in the same manner as a bank acceptable to Landlord in Landlord’s reasonable discretion and cash security deposit would be handled under paragraph 3(c) of this Lease. Not later than the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues expiration date for the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretionset forth therein, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the term of the Letter of Credit and maintain it for or deposit a new Letter of Credit in the period ending one hundred twenty (120) days after same amount with Landlord in the end same form as the original letter of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expirationcredit approved by Landlord. If Tenant fails to renew or replace the Letter of Credit within ten (10) Business Days of its expirationas aforesaid, Landlord may draw on present the existing Letter of Credit for payment by the issuer thereof, and maintain retain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms proceeds of the Letter of Credit as the Security Deposit under this Lease, and, if Landlord retains the proceeds of the Letter of Credit as the Security Deposit, Landlord may commingle the deposit with its own funds. If Tenant defaults in the payment of rent or in the performance or observance of any other obligations to be performed on its part under this Lease, Landlord may present the Letter of Credit for payment by the issuer thereof and apply the proceeds to payment of Minimum Rent or Additional Rent in default, and/or to the prepayment of the Minimum Rent for any subsequent period of the term and/or to any amount to which Landlord may be entitled under this Lease; and Tenant shall promptly thereafter restore the Letter of Credit to the original amount above specified. The right of Landlord to apply the Proceeds of the Letter of Credit as above specified shall not be reasonably acceptable construed as a limitation upon Landlord’s right to invoke any other remedy available under this Lease or at law or equity for breach of this Lease, or to collect the full amount of damages owing by Tenant on account of such breach. If, by reason of Tenant’s default under this Lease, Landlord terminates this Lease at any time or reenters the Premises, Landlord may, at its option, either retain the Proceeds of the Letter of Credit as liquidated damages (applying against the damages which it suffers but without waiving its rights to recovery of additional damages to which it may be entitled) or apply it to the monthly installments of Minimum Rent and shall provide, among other things, amounts payable under this Lease hereunder in effect that:inverse order of accrual.

Letter of Credit. In lieu Tenant has previously delivered to Landlord the sum of providing One Million One Hundred Ninety-Nine Thousand Two Hundred and Fifty Dollars ($1,199,250.00), which represents the estimated first month's Base Rent. Concurrently with its execution of this Amendment, Tenant shall deliver to Landlord a cash Security Depositclean, simultaneously with unconditional, irrevocable, transferable standby letter of credit (the "Letter of Credit"), naming Landlord as beneficiary, in the form of Attachment B to this Amendment, and issued by a financial institution, satisfactory to Landlord. The amount available to be drawn under the Letter of Credit shall be One Million One Hundred Ninety-Nine Thousand Two Hundred and Fifty Dollars ($1,199,250.00). Provided that Tenant has delivered the Letter of Credit to Landlord, Landlord shall return to Tenant, within five (5) days after the execution of this LeaseAmendment, Tenant may deliver to the full amount of the Prepaid Rent, as defined in Section I.H of the Basic Lease Information. Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with shall hold the Letter of Credit securing in support of Tenant’s 's obligations hereunder subject to the terms and conditions set forth in under the Lease, including damages that may accrue after a termination of the Lease under California Civil Code Section 1951.2. The terms Tenant expressly waives the provisions of California Civil Code Section 1950.7 with respect to the Letter of Credit. Landlord shall be entitled to draw any portion or the entire amount under the Letter of Credit upon notice that the Letter of Credit will not be renewed or will be terminated or upon default by Tenant, which are subject provided that Landlord shall not be obligated to Landlord’s reasonable consent, shall strictly comply with give Tenant notice or opportunity to cure prior to drawing on the provisions Letter of this Addendum #1Credit. Landlord may apply such amounts drawn to satisfy Tenant's obligations under the Lease (in such order as Landlord may elect). The Letter of Credit shall be issued provide for partial draws by a bank acceptable to Landlord in Landlord’s reasonable discretion and under . To the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues extent the Letter of Credit becomes unacceptable to or the amounts drawn thereunder have not been previously applied against Tenant's other obligations under the Lease, Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew entitled to make draws from the Letter of Credit and maintain apply it for against the period ending one hundred twenty Base Rent as it comes due, provided, however, that if Tenant pays all such Base Rent in cash at or before the time such Base Rent comes due, Landlord shall return the Letter of Credit (120including any unapplied amounts drawn against the Letter of Credit by Landlord) to Tenant, together with such instructions and documentation as the issuer of the Letter of Credit may require to cancel the same, within five (5) days after the end first date on which Landlord has received payments of Base Rent from Tenant (exclusive of any Base Rent paid during the calendar year period described in which Paragraph 4) in the Term expires, aggregate amount of at least One Million One Hundred Ninety-Nine Thousand Two Hundred and Fifty Dollars ($1,199,250.00). Tenant shall provide that it is automatically renewable for the Term, unless released pursuant not assign or encumber or attempt to the provisions of this Section assign or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew encumber the Letter of Credit and neither Landlord nor its successors or assigns shall be bound by any such assignment or encumbrance or attempted assignment or encumbrance. In the event of a financing, sale or other transfer of the Building, Tenant, if requested by Landlord in writing, at its sole cost and expense within ten (10) Business Days of its expirationafter receiving such request, Landlord may draw on will cause the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms issuing bank of the Letter of Credit shall be reasonably to consent to the assignment or to issue a substitute letter of credit on identical terms to the Letter of Credit, other than the stated beneficiary, from the same issuing bank or, if the lender or transferee so requests, from another bank acceptable to such lender or transferee in its reasonable discretion, naming such lender or transferee as the beneficiary thereof, upon delivery by Landlord and shall provide, among other things, in effect that:of the then outstanding Letter of Credit.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously Simultaneously with the execution of this Lease, Tenant may shall deliver the Security Deposit to Landlord Landlord. The Security Deposit shall consist of an irrevocable and transferable letter of credit substantially in the form of Exhibit D attached to and made a part of this Lease (“the "Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1"). The Letter of Credit shall be issued by a either Allfirst Bank or such other federally insured bank with branches in the Washington, D.C. metropolitan area which is reasonably acceptable to Landlord in and shall be transferable by Landlord’s reasonable discretion and under . Subject to the supervision of reductions set forth below, the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable maintained in full force and effect by Tenant throughout the Term until returned to Tenant for cancellation. The Security Deposit shall be held by Landlord, without obligation for interest, as security for the period ending no less than one performance of Tenant's obligations and covenants under this Lease. It is expressly understood and agreed that the Security Deposit is not an advance rental deposit or a measure of Landlord's damages in case of an Event of Default. If an Event of Default shall occur or if Tenant fails to surrender the Building in the condition required by this Lease, Landlord shall have the right (1) year after but not the date obligation), and without prejudice to any other remedy which Landlord may have on account thereof, to draw upon and use all or any portion of issuancethe Security Deposit to cure the default or remedy the condition of the Building. In the event any portion of the Security Deposit has been so used by Landlord during the Term, Tenant shall renew restore the Letter of Credit and maintain it for the period ending one hundred twenty Security Deposit to its full original amount within ten (12010) days after Landlord has drawn upon the end Security Deposit. If at any time prior to the return of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant Security Deposit to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty Tenant either (30a) days before expiration. If Tenant fails to renew the Letter of Credit within ten for a one (101) Business Days of year period at least thirty (30) days prior to its expirationthen current expiration date, or (b) Landlord may draw on receives written notice from the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms issuer of the Letter of Credit that such issuer does not intend to renew the Letter of Credit for another one (1) year period, Landlord may draw upon the Letter of Credit to its full outstanding amount and the proceeds of such draw shall thereafter constitute the Security Deposit. If Landlord shall sell or transfer its interest in the Building, Landlord shall transfer the Security Deposit to the purchaser or transferee, in which event Tenant shall look solely to such purchaser or transferee for the return of the Security Deposit and Landlord shall be reasonably acceptable released from all liability to Tenant for the return of the Security Deposit. Tenant, upon request by Landlord, shall cooperate with Landlord and execute any documents which may be required to effectuate the transfer of the Security Deposit to any purchaser, transferee, or Mortgagee of the Building. Any remaining balance of the Security Deposit shall provide, among other things, in effect that:be returned to Tenant at the later of (i) thirty (30) days after the Expiration Date or earlier termination of this Lease or (ii) the fulfillment of all of Tenant's obligations under this Lease following the Expiration Date or earlier termination of this Lease.

Letter of Credit. In lieu Subtenant agrees that, within five (5) days of providing a cash Security Deposit, simultaneously with the execution of this LeaseSublease, Tenant may deliver to Landlord Subtenant shall deposit with Sublandlord and maintain throughout the Term (except as provided below) an irrevocable and transferable standby letter of credit in the amount of One Hundred Eighty Thousand Dollars (“$180,000) in a form and substance and issued by a bank reasonably acceptable to Sublandlord naming Sublandlord as beneficiary (the "Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1"). The Letter of Credit shall be issued held by a bank acceptable Sublandlord as security for the full and faithful performance of each and every provision of this Sublease to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporationbe performed by Subtenant. If the credit Subtenant fails to pay rent or other charges when due under this Sublease, or to perform any of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretionSubtenant's obligations under this Sublease, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant if Subtenant fails to renew the Letter of Credit at least thirty (30) days before its expiration, Sublandlord shall have the absolute right to draw down all or any portion of the Letter of Credit on Sublandlord's sworn statement of any such failure by Subtenant for the payment of any rent or other amount then due and unpaid, for the payment of any other sum for which Sublandlord may become obligated to spend by reason of Subtenant's default, or for any loss sustained by Sublandlord as a result of Subtenant's failure. If Sublandlord does apply the Letter of Credit, Subtenant must within ten (10) Business Days days written demand cause a new letter of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit credit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms issued in the full amount of the Letter of Credit as required hereunder. Subtenant acknowledges that Sublandlord has the right to transfer its interest in the Sublease and Subtenant agrees that in the event of any such transfer, Sublandlord shall have the right to transfer or assign the Sublandord's interest in the Letter of Credit to the transferee or mortgagee. In the event of such transfer, Subtenant shall be responsible for any transfer fees imposed by the issuing bank, and Subtenant shall look solely to such transferee or mortgagee for the return of the Letter of Credit. Within thirty (30) days after the Term has expired or Subtenant has vacated the ARTISTdirect Sublease January 26, 2006 Premises or any final adjustment pursuant to Subsection 4(b) of this Sublease has been made, whichever occurs last. The Sublease Letter of Credit security deposit shall be maintained by Sublandlord and returned under the same terms and conditions as provided under Section 16.8 of the Master Lease, as incorporated pursuant to Section 9 hereof. Subtenant hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other provisions of law, now or hereafter in force, which provide that Sublandlord may claim from a security deposit only those sums reasonably acceptable necessary to Landlord and shall provideremedy defaults in the payment of rent, among other thingsto repair damage caused by Subtenant or to clean the Sublease Premises; it being agreed that Sublandlord may, in effect that:addition, claim those sums reasonably necessary to compensate Sublandlord for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of Subtenant or any officer, employee, agent or invitee of Subtenant. Sublandlord shall return any unused portion of the Letter of Credit within sixty (60) days from the date that Sublandlord receives possession of the Premises from Subtenant.

Letter of Credit. In lieu of providing Landlord with a cash Security Deposit, simultaneously with the execution of this Leasesecurity ---------------- deposit, Tenant may deliver to Landlord an irrevocable and transferable standby letter of credit (“the "Letter of Credit”") running naming Landlord as beneficiary, in favor the amount of Landlord, with the Security Deposit. The Letter of Credit securing Tenant’s obligations hereunder shall be in the form attached hereto as Exhibit F, subject to such commercially reasonable modifications as the terms and conditions set forth in issuer --------- shall require that do not materially affect Landlord's rights thereunder. If Tenant has theretofore provided Landlord a cash security deposit, the Lease. The terms amount thereof shall be returned to Tenant by Landlord upon Landlord's receipt of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a major national bank acceptable located in San Francisco or a regional bank located in the San Francisco Bay Area ("Bank") reasonably satisfactory to Landlord in and shall be upon such terms and conditions as Landlord and Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion's lender may reasonably require. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew allow draws by Landlord upon sight draft accompanied by a statement from Landlord that it is entitled to draw upon the Letter of Credit and maintain it for shall contain terms which allow Landlord to make partial and multiple draws up to the period ending one hundred twenty (120) days after the end face amount of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant Letter of Credit. If Tenant has not delivered to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than Landlord at least thirty (30) days before expiration. If Tenant fails prior to renew the expiration of the original Letter of Credit within ten (10or any renewal letter of credit) Business Days of its expirationa renewal or extension thereof, Landlord may shall have the right to draw on down the existing entire amount of original Letter of credit (or renewal thereof) and retain the proceeds thereof as the security deposit. If and when Tenant would be entitled to request that Landlord return the Security Deposit to Tenant or apply the Security Deposit towards Tenant's obligation to pay Rent, Landlord shall, at Tenant's request, return to Tenant any Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable delivered to Landlord and shall provide, among other things, in effect that:pursuant to this Paragraph.

Letter of Credit. In lieu of providing At all times while the Bonds are Outstanding, the Borrower shall cause a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running Credit to be in favor of Landlordeffect. On the Closing Date, with in order to commence the Letter of Credit securing Tenant’s obligations hereunder subject Period, the Borrower shall deliver to the terms Trustee a Letter of Credit having a stated expiration date no earlier than June 10, 2002. Any replacement Letter of Credit must be delivered to the Trustee on or before a date which is at least 40 days prior to the date that the then existing Letter of Credit is being replaced and conditions set forth having an effective date no later than June 1 in the Leaseyear in which it is delivered and an expiration date which is the earlier of June 10 in the next succeeding year or June 10, 2002. The terms Any Letter of Credit shall be an irrevocable Letter of Credit or other irrevocable and unconditional credit facility, and it shall permit drawings thereunder by the Trustee in accordance with the Indenture of amounts not less than (i) the aggregate principal amount of the Bonds outstanding and (ii) sixty-two (62) days interest (at an assumed rate of 10% per annum) on the Bonds Outstanding. On or before the date of delivery of any replacement Letter of Credit to the Trustee, the Borrower shall cause to be delivered to the Trustee (i) an Opinion of Counsel stating that the delivery of the Letter of Credit, which are subject Credit to Landlord’s reasonable consent, shall strictly comply the Trustee is authorized under and complies in all respects with the provisions of this Addendum #1. The Letter Agreement and the Indenture, (ii) an Opinion of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank Counsel stating that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretionconstitutes a legal, Tenant shall at its cost substitute another valid and binding obligation of the Letter of Credit from a bank that Issuer to pay the amounts provided therein and is acceptable enforceable in accordance with its terms, subject to Landlord in Landlord’s sole reasonable discretion. The customary exceptions and qualifications, and (iii) if delivery of the Letter of Credit shall be irrevocable for will commence a Rated Period, or if a replacement Letter of Credit is being delivered during a Rated Period, written evidence that the period ending no less than one (1) year after the date Rating Agency has received a true copy of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for will not, by itself, result in a rating on the Term, unless released pursuant to Bonds lower than the provisions of this Section or unless Rating Agency's prevailing rating on the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew Bonds at the time such replacement Letter of Credit within ten is delivered to the Trustee, or (10iv) Business Days of its expirationif not commencing or during a Rated Period, Landlord may draw on written evidence satisfactory to the existing Trustee that the proposed Letter of Credit and maintain Issuer has a rating by a Rating Agency of either its long-term or short-term senior debt obligations at least equal to the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms corresponding rating of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:Issuer whose Letter of Credit is then outstanding.

Letter of Credit. In lieu Tenant shall deposit with Landlord, on or prior to ---------------- the date that is seven (7) business days after the date hereof, as security for the performance by Tenant of providing a cash Security Deposit, simultaneously with the execution of its obligations under this Lease, Tenant may deliver to Landlord an a clean, unconditional, irrevocable and transferable letter of credit in favor of Landlord in the initial amount of $500,000 (“the "Letter of Credit”) running "), substantially in favor of the form attached to this Addendum as Schedule A, issued by Silicon Valley Bank or any other ---------- financial institution reasonably acceptable to Landlord. If Tenant commits a default under this Lease that is not cured within any applicable cure period, with Landlord shall be entitled to draw upon the Letter of Credit securing Tenant’s obligations hereunder subject (but only to the terms extent necessary to cure the default) and conditions set forth in use or apply the proceeds of the Letter of Credit so drawn for the payment of Tenant's obligations under this Lease. The To the extent that Landlord has not applied the Letter of Credit as described herein, the amount of the Letter of Credit shall be reduced as follows: (a) on the first day of the thirteenth (l3th) month of the Demised Term, to $333,000, and (b) on the first day of the thirty-seventh (37th) month of the Demised Term, to $167,000. If the foregoing reductions are not accomplished automatically pursuant to the terms of the Letter of Credit, which are subject Tenant shall have the right to Landlord’s reasonable consent, substitute a new letter of credit to accomplish such reduction and Landlord shall strictly comply cooperate with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord Tenant in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporationcoordinating such substitution. If the credit issuing financial institution notifies Landlord of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails intention not to renew the Letter of Credit within ten (10) Business Days of its expirationCredit, Landlord may shall so notify Tenant and Landlord shall not draw on under the existing Letter of Credit and maintain until five (5) days prior to the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord expiration of a substitute the Letter of Credit in order to give Tenant time after such notice from the issuing financial institution to replace the Letter of Credit. Notwithstanding the foregoing, if at any time after the first twenty-four (24) months of the Demised Term and prior to the expiration of the Demised Term, Tenant meeting all requirements delivers to Landlord (i) financial statements, prepared in accordance with generally accepted accounting principles which indicate that Tenant has a net worth of this Addendum #1. The form $200,000,000, or (ii) evidence that Tenant's stock is then publicly traded and terms has a credit rating of BBB-, the Letter of Credit shall be reasonably acceptable returned to Tenant within five (5) days, together with any amounts drawn thereunder and not utilized by Landlord as provided above. Upon the termination or expiration of this Lease, Landlord shall, within five (5) business days, redeliver to Tenant the Letter of Credit and shall provide, among other things, in effect that:any unused portion of funds drawn thereunder.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of this Lease, Security Deposit to be delivered by Tenant may deliver to Landlord may be in the form of an irrevocable and transferable unconditional letter of credit (the “Letter of Credit”) running governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 590, as revised from time to time, in favor an amount the amount set forth in Section K of the Summary, issued to Landlord, as beneficiary, in form and substance reasonably satisfactory to Landlord, by Bank of America, Xxxxx Fargo Bank or other bank reasonably approved by Landlord and qualified to transact banking business in California with an office in the Greater San Francisco Bay Area at which drafts drawn on the Letter of Credit securing Tenantmay be presented for payment. The full amount of the Letter of Credit shall be available to Landlord upon presentation of Landlord’s obligations hereunder subject sight draft accompanied only by the Letter of Credit and Landlord’s signed statement that Landlord is entitled to draw on the Letter of Credit pursuant to this Lease. Tenant shall maintain the Letter of Credit for the entire Lease Term and any extension thereof. The Letter of Credit shall expressly state that the Letter of Credit and the right to draw thereunder may be transferred or assigned by Landlord to any successor or assignee of Landlord under this Lease. Tenant shall pay any fees related to the terms and conditions set forth in the Lease. The terms issuance or amendment of the Letter of Credit, which are subject to Landlord’s reasonable consentincluding, shall strictly comply with the provisions of this Addendum #1without limitation, any transfer fees. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionpermit partial draws. The Letter of Credit shall provide that it will be irrevocable for the period ending no less than one automatically renewed until thirty (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (12030) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or Expiration Date unless the issuing bank delivers a issuer provides Landlord with written notice of non-renewal no at the notice address herein at least sixty (60) days prior to the expiration thereof. If, not later than thirty (30) days before expiration. If prior to the expiration of the Letter of Credit, Tenant fails to renew furnish Landlord with a replacement Letter of Credit pursuant to the terms and conditions of this Section, then Landlord shall have the right to draw the full amount of the Letter of Credit within ten (10) Business Days of its expirationCredit, Landlord may draw on by sight draft, and shall hold the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms proceeds of the Letter of Credit shall be reasonably acceptable as a cash Security Deposit pursuant to the terms and conditions of Section 6.1 above. In such event, Landlord may keep the Security Deposit in its general funds and shall provide, among other things, in effect that:not be required to pay interest to Tenant on the deposit amount.

Letter of Credit. In lieu of providing a cash Security DepositLessee shall also deposit with Lessor, simultaneously with the ------------- ---------------- upon execution of this Lease, Tenant may deliver to Landlord as a security deposit for Lessee's faithful performance of Lessee's obligations an unconditional irrevocable and transferable standby letter of credit (“the "Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1"). The Letter of Credit shall be issued by a bank acceptable in the amount of One Million Dollars ($1,000,000), subject to Landlord later reduction as set forth in Landlord’s reasonable discretion and under the supervision this Article V. The Letter of the banking commission of the State of California or the Federal Deposit Insurance CorporationCredit shall be in form reasonably satisfactory to Lessor. If the credit of the bank In all events, such form shall provide that originally issues Lessor may draw upon the Letter of Credit becomes unacceptable solely upon making demand to Landlord the issuing bank for the amount specified by Lessor in Landlord’s reasonable discretionits demand, Tenant and by presenting evidence to the issuing bank of the identity of Lessor. Lessor shall at its cost substitute another not be required to satisfy any conditions in order to draw upon the Letter of Credit, it being understood that the Letter of Credit from shall be unconditional and irrevocable. However, Lessor shall have access to the funds represented by the Letter of Credit only for the purposes and under the conditions set forth herein, and shall not make any such demand for a bank that draw unless Lessor is acceptable entitled under this Article V to Landlord in Landlord’s sole reasonable discretiondraw upon the Letter of Credit. Lessee shall cause the Letter of Credit to be renewed on an annual basis and shall renew the same at least thirty (30) days prior to the scheduled maturity thereof each year (and deliver evidence thereof to Lessor promptly after such renewal). The Letter of Credit shall be irrevocable contain language requiring the issuer to deliver written notice (by certified mail, return receipt requested) to Lessor which notice meets the notice requirements of this Lease for notice from Lessee to Lessor in the period ending no less than one (1) year after the date of issuance. Tenant shall renew event the Letter of Credit and maintain it is not renewed by Lessee for the at least a one year period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than at least thirty (30) days before expirationprior to the scheduled maturity thereof each year. If Tenant In the event Lessee fails timely to so renew the Letter of Credit within ten (10) Business Days of its expirationCredit, Landlord may Lessor shall be entitled to draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms full amount of the Letter of Credit before expiration thereof, whereupon Lessor shall hold the same as a cash security deposit together with all other cash held by Lessor as a security deposit pursuant to this Article V; provided that, if Lessee thereafter obtains a new letter of credit satisfying the requirements of this paragraph, such new letter of credit shall be reasonably acceptable deemed the Letter of Credit hereunder, and promptly after such new Letter of Credit is issued to Landlord Lessor and Lessor is notified thereof, Lessor shall providereturn to Lessee all but Two Hundred Thousand Dollars ($200,000) of the cash security deposit (which Two Hundred Thousand Dollars ($200,000) shall continue in place as the cash portion of the security deposit as specified in the first sentence of this Article V above). The preceding sentence shall not be deemed a limitation of Lessor's remedies for any such failure by Lessee to observe its obligations under this paragraph. Lessee shall cause the Letter of Credit, among other thingsas the same may be renewed from time to time, to remain in effect that:until the later of thirty (30) days after the expiration of the term, or thirty (30) days after Lessee has vacated the Premises. In the event Lessee fails to cause the Letter of Credit to remain in effect for such thirty (30) day period

Letter of Credit. In lieu If Subtenant elects to post the Security Deposit in the form of providing a cash Security Depositletter of credit rather than cash, simultaneously concurrently with the execution of this LeaseSublease, Tenant may Subtenant shall deliver to Landlord Sublandlord an irrevocable and transferable standby letter of credit (“Letter of Credit”) running in favor the amount of LandlordThree Hundred Forty-Three Thousand Seventy- Five and 00/100 Dollars ($343,075.00) as Subtenant’s Security Deposit under this Sublease, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Leaseof this Section 6. The terms Letter of Credit shall be held by Sublandlord as security for the faithful performance by Subtenant of all of the terms, covenants and conditions of this Sublease to be kept and performed by Subtenant during this Sublease Term. The Letter of Credit shall reflect Sublandlord as beneficiary. The form of the Letter of Credit, which are Credit shall be subject to Landlordthe review and approval of Sublandlord, in its sole discretion, and the Letter of Credit shall contain language allowing Sublandlord to draw upon the Letter of Credit upon presentation to the issuer of Sublandlord’s reasonable consent, shall strictly comply written statement that Sublandlord is entitled to the funds represented by such Letter of Credit in accordance with the provisions terms of this Addendum #1Sublease. The Letter of Credit shall be issued by a commercial bank acceptable to Landlord having its principal office within California and shall be capable of being drawn upon at a location in Landlord’s reasonable discretion and under California. In all cases, the supervision identity of the banking commission issuer of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable shall be subject to Landlord the approval of Sublandlord, in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms issuer of the Letter of Credit shall be reasonably acceptable provide Sublandlord with thirty (30) days written notice prior to Landlord revoking or terminating the Letter of Credit. Should Sublandlord receive written notice from the issuer of the Letter of Credit that the issuer intends to revoke or terminate the Letter of Credit, Sublandlord shall have the right, after fifteen (15) days prior written notice to Subtenant, to draw the entire amount of the Letter of Credit. If Sublandlord draws upon the Letter of Credit, Sublandlord shall hold such amount as a cash Security Deposit and shall providehave the right to use such amount as provided in Section 6(a), among other thingsabove. During such fifteen (15) day period, Subtenant shall have the right to furnish a substitute Letter of Credit, subject to the terms and conditions of this Section 6. Sublandlord may draw upon the Letter of Credit after five (5) days prior written notice to Subtenant upon the occurrence or nonoccurrence of any event entitling Sublandlord under this Sublease to apply any portion of the Security Deposit. The Letter of Credit must permit partial drawings. In the event of an assignment of Sublandlord’s interest as Tenant under the Prime Lease and an assumption by the assignee of Sublandlord’s obligations under this Sublease, Sublandlord may require that Subtenant furnish to Sublandlord’s assignee a substitute or amended Letter of Credit, naming such assignee as the beneficiary and otherwise in effect that:compliance with this Section 6, provided such assignee reimburses Subtenant for any administrative fees charged by the issuer of the Letter of Credit for issuing a substitute or amended Letter of Credit in the name of the assignee.

Letter of Credit. In lieu At all times that all or any portion of providing a cash Security Depositthe Loan remains outstanding and all or any portion of Indemnitor’s obligations under the Interest and Carry Guaranty, simultaneously with the execution of this LeaseRecourse Guaranty Agreement, Tenant may deliver to Landlord an irrevocable Completion Guaranty and/or Environmental Indemnification Agreement remain outstanding, Borrower shall keep and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with maintain the Letter of Credit securing Tenant’s obligations hereunder subject in full force and effect, in an amount not less than the applicable Required L/C Amount. Borrower acknowledges and agrees that Lender shall have the right to the terms and conditions set forth in the Lease. The terms of draw on the Letter of Credit, which are subject up to Landlord’s reasonable consentthe full amount thereof, in the event that (i) Lender shall strictly comply with have made a written demand upon Indemnitor to perform or satisfy an obligation guaranteed under the provisions of this Addendum #1. The Interest and Carry Guaranty, Recourse Guaranty Agreement, Completion Guaranty and/or Environmental Indemnification Agreement that Indemnitor is then required to perform or satisfy and Indemnitor shall have failed to perform or satisfy the same within ten (10) Business Days following such demand, (ii) such Letter of Credit shall be issued by scheduled to expire within thirty (30) days and the same shall not have been renewed or replaced with a bank acceptable replacement letter of credit in the Required L/C Amount and satisfying the requirements set forth in the definition of “Letter of Credit” (or otherwise satisfactory to Landlord in Landlord’s reasonable discretion and under Lender), (iii) if Lender has received a notice from the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the issuing bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost will not be renewed and a substitute another Letter of Credit from a bank that is acceptable not provided at least thirty (30) days prior to Landlord in Landlord’s sole reasonable discretion. The the date on which the existing Letter of Credit shall be irrevocable for is scheduled to expire, (iv) upon receipt of notice from the period ending no less than one (1) year after the date of issuance. Tenant shall renew issuing bank that the Letter of Credit and maintain it for the period ending one hundred twenty will be terminated (120) days after the end except if a substitute Letter of the calendar year in which the Term expires, and shall provide that it Credit is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal provided no later than thirty (30) days before expiration. If Tenant fails prior to renew such termination), (v) if Lender has received notice that the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit issuing bank shall cease to be returned an Approved Bank or if the issuing bank otherwise ceases to Tenant on receipt by Landlord of be an Approved Bank and Borrower shall not have caused a substitute Letter of Credit from Tenant meeting all requirements an Approved Bank to be issued within thirty (30) days after notice, and/or (vi) if the issuing bank shall fail to (A) issue a replacement Letter of this Addendum #1. The form Credit in the event the original Letter of Credit has been lost, mutilated, stole and/or destroyed in accordance with such bank’s standard procedures and terms the applicable provisions of the Letter of Credit, or (B) consent to the transfer of the Letter of Credit to any Person designated by Lender to whom Lender is assigning the Loan in accordance with the terms hereof and such bank’s standard procedures and the applicable provisions of the Letter of Credit. Notwithstanding the foregoing, Lender is not obligated to draw on any Letter of Credit upon the happening of an event specified in the immediately preceding sentence and shall not be liable for any Losses sustained by Borrower due to the insolvency of the issuing bank if Lender has not drawn the Letter of Credit. The Letter of Credit and the Required L/C Amount shall not be deemed to be a limitation on Indemnitor’s obligations under the Interest and Carry Guaranty, Recourse Guaranty Agreement, Completion Guaranty and/or Environmental Indemnification Agreement, which obligations shall only be reduced by the amount actually drawn under the Letter of Credit in satisfaction thereof, if so drawn. If the Letter of Credit shall terminate or otherwise cease to be in full force and effect, Borrower shall post a replacement Letter of Credit in the Required L/C Amount, satisfying the requirements set forth in the definition of “Letter of Credit” or otherwise satisfactory to Lender within fifteen (15) Business Days after receiving notice thereof or otherwise becoming aware of the same (whichever is earlier), and failure to do so shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:an Event of Default hereunder.

Letter of Credit. In lieu of providing a cash Security Depositmaking deposits into the Replacement Reserve Account and/or the Recourse Carveout Reserve Account and/or the Deferred Purchase Payment Reserve Account, simultaneously with the execution Borrower may, as security for performance of Borrower's obligations under Section 4.04 and Article 5 of this LeaseLoan Agreement, Tenant may Borrower's obligations under Section 4.06 and Article 12, or Borrower's obligations under Section 4.07 and the Asset Purchase Agreement, respectively, deliver to Landlord Lender on the Closing Date an irrevocable and transferable letter of credit (“payable on sight draft) in the amounts specified in Sections 4.04(b), 4.06(b) and 4.07(a), respectively, (each, a "LETTER OF CREDIT"), naming Lender as the sole beneficiary thereof. The Letter of Credit shall: (a) be perpetual or for a term of one year with automatic renewals unless Lender receives written notice of non-renewal from the issuing financial institution sixty (60) days prior to the expiration of the then current Letter of Credit”; (b) running in favor be issued by a domestic financial institution that is not an Affiliate of Landlord, with the Letter Borrower and that has a long-term senior debt rating by S&P of Credit securing Tenant’s obligations hereunder subject not less than "AA" or such other credit rating as is acceptable to Lender; (c) permit full or partial draws without condition or charge to the terms and conditions set forth in the Lease. The terms beneficiary of the Letter of Credit; (d) be freely transferable by the beneficiary of the Letter of Credit (and each successor as beneficiary) without restriction or charge and (e) otherwise be acceptable to Lender in all respects. If Borrower elects, which are subject in lieu of making deposits to Landlord’s reasonable consentthe Replacement Reserve Account and/or the Recourse Carveout Reserve Account and/or the Deferred Purchase Payment Reserve Account, to deliver to Lender a Letter of Credit, Borrower shall strictly comply with cause the provisions Letter of this Addendum #1Credit to remain valid and effective at all times while Borrower's obligations under Section 4.04 or 4.06 or 4.07, as the case may be, remain to be completed plus an additional thirty (30) days unless and to the extent the Letter of Credit is drawn upon by Lender and paid in the amount of such draw. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:LOAN NUMBER: 41655

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the Within ten (10) days after execution of this LeaseSecond Amendment by Landlord and Tenant, Tenant may shall deliver to Landlord an irrevocable and transferable letter of credit (“a Letter of Credit”) running in favor of Landlord, with Credit naming Landlord as beneficiary and allowing Landlord to draw the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth for any default as described in Section 19.02 of the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable for an amount equal to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion$53,000.00. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the in an “evergreen” form, automatically renewed on each anniversary date of issuancethe Expansion Premises Commencement Date. Tenant shall renew Provided no Event of Default has occurred during the prior twelve (12) months, the Letter of Credit shall be reduced by one-fifth (1/5th) on each anniversary date of the Expansion Premises Commencement Date; and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expiresprovided no Event of Default exists, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms remaining balance of the Letter of Credit shall be reasonably acceptable to Landlord released in full. In the event that an Event of Default occurred during the prior twelve (12) months, the Letter of Credit shall remain in full force and effect and shall providenot decline on the subsequent anniversary date, among and such one-fifth (1/5th) balance shall remain as security through the remainder of the Term. The Letter of Credit shall stand as security for all of Tenant’s obligations under the Lease. Upon a material default under the Lease by Tenant and the expiration of any applicable cure period, Landlord in addition to any other thingsremedy it may have under the Lease, may draw upon the entire Letter of Credit; and in effect that:such case, shall apply the entire amount against Rent due or to become due and payable in the direct order of maturity, whether such obligations arise before or after the expiration of the Letter of Credit. A draw under the Letter of Credit of less than the full face amount thereof shall not preclude subsequent additional draws thereunder, nor shall one or more draws under the Letter of Credit preclude the exercise, either simultaneously or subsequently, of any rights or remedies of Landlord under the Lease. Upon expiration of the Term, the proceeds of the Letter of Credit, if any remaining after the fulfillment of all obligations of Tenant under the Lease, shall be promptly returned to Tenant without interest. The written Letter of Credit shall be first reviewed and approved by Landlord.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with (a) No later than ten (10) days following the full execution of this Lease (and in any event prior to Landlord’s obligation to commence construction of Tenant Improvements in the Premises or to allow Tenant or any of Tenant’s agents access to the Premises), Tenant shall deliver to Landlord a Letter of Credit, which shall be held by Landlord to secure Tenant’s performance of its obligations under this Lease. The Letter of Credit is not an advance payment of Rent or a measure or limit of Landlord’s damages upon an Event of Default (as defined below). Landlord may, from time to time following an Event of Default and without prejudice to any other remedy, use all or a part of the Letter of Credit to perform any obligation Tenant fails to perform hereunder. Notwithstanding anything to the contrary in this Section 6, at any time during the Term, Tenant may deliver elect to deposit with Landlord an irrevocable and transferable a letter of credit from an Eligible Institution (as defined below) in form and substance reasonably approved by Landlord, payable upon presentation of a sight draft without more (the “Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease). The terms of beneficiary under the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued shown as “W2007 Seattle office 000 Xxxxxx Xxxxx Realty, LLC, its successors and assigns” or otherwise as specified by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expiresfrom time to time, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than at least thirty (30) days before expiration. If Tenant fails prior to renew expiration thereof, and deliver to Landlord a new Letter of Credit or an endorsement to the Letter of Credit within ten (10) Business Days of its expiration, or any other evidence required by Landlord may draw on that the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit has been renewed for at least an additional one (1) year period (with respect to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1each renewal). The form and terms amount of the Letter of Credit shall be reasonably acceptable equal to the amount set forth in the Basic Lease Information, for the full, timely and faithful performance of Tenant’s covenants and obligations under this Lease, it being expressly understood and agreed that (a) the Letter of Credit does not constitute a measure of Landlord’s damages in the event of Tenant’s default, and (b) the Letter of Credit is not being provided as an equivalent or in lieu of any security deposit, but rather to assure Landlord of a means of third-party security apart from and shall provide, among other things, in effect that:completely independent of Tenant’s assets and creditworthiness.

Letter of Credit. In lieu of providing a cash Security Deposit(a) Upon receiving the Landlord Consent, simultaneously with the execution of this Lease, Tenant may Subtenant shall deliver to Landlord an irrevocable Sublandlord, to secure the full performance by Subtenant of all of its obligations under the Sublease, and transferable for all losses and damages Sublandlord may suffer as a result of Subtenant’s failure to comply with one or more provisions of the Sublease, a standby, unconditional, irrevocable, transferrable letter of credit (the “Letter of Credit’) in the form of Exhibit D, and containing the terms required herein, in the amount of Five Hundred Thousand Dollars ($500,000) (the “Letter of Credit Amount”) running naming Sublandlord as beneficiary, issued by a financial institution acceptable to Sublandlord, in favor of Landlordits sole discretion, with permitting multiple draws thereon. Subtenant shall cause the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth be continuously maintained in effect (whether through replacement, renewal or extension) in the LeaseLetter of Credit Amount through the date (the “Final LC Expiration Date”) that is forty-five (45) days after the scheduled expiration date of the Sublease Term. The terms If the Letter of Credit held by Sublandlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank) or Subtenant desires to replace the Letter of Credit, which are subject Subtenant shall deliver to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Sublandlord a new Letter of Credit shall be issued by or certificate of renewal or extension (a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California “Renewal or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less Replacement LC”) not late than one forty-five (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (12045) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant prior to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms expiration date of the Letter of Credit then held by Sublandlord. Any Renewal or Replacement LC shall comply with all of the provisions of this Section, shall be reasonably irrevocable, transferable and shall remain in effect (or be automatically renewable) through the Final LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord and shall provide, among other things, Sublandlord in effect that:its sole discretion.

Letter of Credit. In lieu At any time during the Lease Term, Tenant shall have the right, subject to the provisions of providing a this Paragraph 5.2, to substitute for the cash Security Deposit, simultaneously with the execution of this Lease, Tenant may Deposit referred to above (and deliver to Landlord Landlord) an irrevocable and transferable unconditional, irrevocable, transferable, standby letter of credit (the “Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms amount of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be Security Deposit Amount and issued by Comerica, or other a bank acceptable financial institution (“Issuer”) satisfactory to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for substantially in the form attached as Exhibit G-1 or Exhibit G-2 hereto. The Letter of Credit shall permit partial draws, and provide that draws thereunder will be honored upon presentation by Landlord of Landlord’s drafts at site without conditions (other than typical draft request certification) at a location in the San Francisco Bay Area metropolitan area (which draft may be submitted by FedEx or similar overnight courier service). The Letter of Credit shall have an expiration period ending no less than of one (1) year but shall automatically renew by its terms unless affirmatively cancelled by Issuer, in which case Issuer must provide Landlord thirty (30) days’ prior written notice of such expiration or cancellation. The Letter of Credit shall remain in effect, whether through replacement, renewal or extension, until forty-five (45) days after the date expiration of issuancethe Lease Term, as the same may be extended. Tenant shall renew Any amount drawn under the Letter of Credit and maintain it not utilized by Landlord for the period ending one hundred twenty purposes permitted by this Lease shall be held as collateral for Tenant’s obligations under this Lease as provided in Paragraph 5.1 above or applied by Landlord for the payment of any amount which Landlord may spend by reason of Tenant’s default (120) days after the end expiration of the calendar year in applicable notice and cure periods) or as necessary to compensate Landlord for any loss or damage which the Term expiresLandlord may suffer by reason of Tenant’s default (including, without limitation, delinquent Rentals owing by Tenant to Landlord and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this future rent damages under California Civil Code Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration1951.2). If the Tenant fails to renew or replace the Letter of Credit within as required under this Lease at least ten (10) Business Days of days before its expirationstated expiration date, Landlord may draw on upon the existing entire amount of the Letter of Credit and maintain the funds as a non-interest-bearing deposit Credit. No fees applicable to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable charged to Landlord and Landlord. The Letter of Credit shall provide, among other things, that (i) Landlord (or Landlord’s lender holding a security interest in effect that:the Premises and Building (“Lender”) if such Lender is named as a beneficiary, co-beneficiary with Landlord or authorized by Landlord to draw on the Letter of Credit) shall have a right to draw down an amount up to the face amount of the Letter of Credit upon presentation to the Issuer of Landlord’s (or its Lender’s) statement that such amount is due to Landlord under the terms and conditions of this Lease, as the same may be amended; it being understood that if Landlord is a corporation, partnership, limited liability company or other entity, then such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), a managing member, manager or other authorized member (if a limited liability company) or any authorized party (if another entity); and (ii) the Letter of Credit will be honored by the Issuer without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of the statement. If, after Landlord accepts any Letter of Credit pursuant to the terms of this Paragraph 5.2, the Issuer of such Letter of Credit 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 is closed for any reason), or the FDIC repudiates the Letter of Credit, then, within ten (10) business days following the occurrence of such event, Tenant shall deliver to Landlord a replacement Letter of Credit in the same form and amount as the original Letter of Credit accepted by Landlord and from a new Issuer acceptable to Landlord in its sole and absolute discretion (or, in lieu thereof, Tenant may deliver a cash Security Deposit).

Letter of Credit. In lieu As security for the performance by ‘ Tenant of providing a cash Security DepositTenant’s obligations hereunder, simultaneously with Tenant shall cause to be delivered to Landlord, within thirty (30) days following the execution date of this Lease, Tenant may deliver to Landlord an original irrevocable and transferable standby letter of credit (the “Letter of Credit”) running in favor the amount specified in Paragraph 2.d. above, naming Landlord as beneficiary, which Landlord may draw upon to cure any Event of Landlord, with Default under this Lease or to compensate Landlord for any damage (subject to the limitations on damages expressly provided for in the last grammatical paragraph of Paragraph 14.b. below) Landlord incurs as a result of an Event of Default. Tenant’s failure to deliver the Letter of Credit securing Tenant’s obligations hereunder subject within the aforementioned thirty (30) day period shall constitute an Event of Default entitling Landlord to exercise the terms and conditions remedies set forth in the LeaseParagraph 25.b. The terms of below. Any such draw on the Letter of Credit, which are subject Credit shall not constitute a waiver of any other rights of Landlord with respect to Landlord’s reasonable consent, shall strictly comply with the provisions any such Event of this Addendum #1Default or failure to perform. The Letter of Credit shall be issued by a major commercial bank reasonably acceptable to Landlord in Landlord’s reasonable discretion , with a metropolitan Boston, or New York, New York, service and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues claim point for the Letter of Credit becomes unacceptable to Landlord Credit, have an expiration date not earlier than the sixtieth (60th) day after the Expiration Date (or, in Landlord’s reasonable discretionthe alternative, Tenant shall at its cost substitute another Letter have a term of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no not less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is be automatically renewable for the Term, an additional one (1) year period unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no is given by the issuer to Landlord not later than thirty sixty (3060) days before expirationprior to the expiration thereof) and shall provide that Landlord may make partial and multiple draws thereunder, up to the face amount thereof. If Tenant fails to renew In addition, the Letter of Credit within ten (10) Business Days shall provide that, in the event of Landlord’s assignment or other transfer of its expirationinterest in this Lease, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable freely transferable by Landlord, without charge and without recourse, to the assignee or transferee of such interest and the bank shall confirm the same to Landlord and such assignee or transferee. The Letter of Credit shall provideprovide for 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, among and with no other thingsconditions, shall be in effect that:the form attached hereto as Exhibit E, or otherwise in form and content satisfactory to Landlord. If the Letter of Credit has an expiration date earlier than the date sixty (60) days following the Expiration Date, then throughout the term hereof (including any renewal or extension of the term) Tenant shall provide evidence of renewal of the Letter of Credit to Landlord at least sixty (60) days prior to the date the Letter of Credit expires. If Landlord draws on the Letter of Credit pursuant to the terms hereof, Tenant shall immediately replenish the Letter of Credit or provide Landlord with an additional letter of credit conforming to the requirement of this paragraph so that the amount available to Landlord from the Letter of Credit(s) provided hereunder is the amount specified in Paragraph 2.d. above. Tenant’s failure to deliver any replacement, additional or extension of the Letter of Credit, or evidence of renewal of the Letter of Credit, within the time specified under this Lease shall entitle Landlord to draw upon the Letter of Credit then in effect. If Landlord liquidates the Letter of Credit as provided in the preceding sentence, Landlord shall hold the funds received from the Letter of Credit as security for Tenant’s performance under this Lease, and Landlord shall not be required to segregate such security deposit from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. No holder of a Superior Interest (as defined in Paragraph 21 below), nor any purchaser at any judicial or private foreclosure sale of the Real Property or any portion thereof, shall be responsible to Tenant for such security deposit unless and only to the extent such holder or purchaser shall have actually received the same. If Tenant is not in default at the expiration or termination of this Lease, Landlord shall return to Tenant the Letter of Credit or the balance of the security deposit then held by Landlord, as applicable within thirty (30) days following the expiration or earlier termination of this Lease; 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.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously Concurrently with the execution initial delivery of this Leasethe Bonds pursuant to Section 2.01 of the Indenture, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the Borrower shall cause the initial Letter of Credit securing Tenant’s obligations hereunder to be issued by the Bank pursuant to the Participating Bank Agreement, which Letter of Credit (1) shall be substantially in the same form as the exhibit attached to the Participating Bank Agreement; (2) shall be dated the date of delivery of the Bonds; (3) shall authorize the Trustee to draw on the Bank, subject to the terms and conditions set forth in thereof, up to (a) an amount equal to the Lease. The terms principal amount of the Letter Bonds (i) to enable the Trustee to pay the principal amount of Creditthe Bonds when due at maturity or upon redemption or acceleration and (ii) to enable the Trustee to pay the portion of the purchase price of Bonds tendered to it for purchase and not remarketed corresponding to the principal amount of such Bonds, which are subject plus (b) an amount equal to Landlord’s reasonable consent, shall strictly comply the 46 days interest on the Bonds at the Maximum Rate with respect to the provisions Weekly Rate (i) to enable the Trustee to pay interest on the Bonds when due and (ii) to enable the Trustee to pay the portion of this Addendum #1the purchase price of Bonds tendered to it for purchase and not remarketed corresponding to the accrued interest on such Bonds. The Letter of Credit shall may be issued extended, amended or replaced by a bank acceptable to Landlord in Landlord’s reasonable discretion an Alternate Letter of Credit complying with the provisions of Sections 2.05 and under the supervision 5.08 of the banking commission Indenture. The Participating Bank, the Participating Bank Agreement and the Reimbursement Agreement may be replaced by complying with the provisions of Section 5.08(g) of the State Indenture. Subject to the provisions of California or the Federal Deposit Insurance Corporation. If the credit Section 5.09(h) of the bank Indenture, it is anticipated that originally issues all payments of principal of and interest on the Bonds, and all payments of purchase price of the Bonds payable upon optional or mandatory tender for purchase for the payment of which remarketing proceeds are not available pursuant to Article IV of the Indenture, will be funded from draws on the Letter of Credit. The Borrower shall take whatever action may be necessary to maintain the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for full force and effect during the period ending no less than one (1) year after required by the date Indenture, including the payment of issuance. Tenant shall renew any transfer fees required by the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms Bank upon any transfer of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:any successor Trustee. (End of Article IV)

Letter of Credit. In lieu of providing a cash Security DepositAn irrevocable, simultaneously with the execution of this Leaseunconditional, Tenant may deliver to Landlord an irrevocable and transferable transferable, clean sight draft letter of credit (“Letter having an initial term of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no not less than one (1) year after year, in favor of Mortgagee and entitling Mortgagee to draw thereon in Tampa, Florida, based solely on a statement that Mortgagee has the date right to draw thereon executed by an officer or authorized signatory of issuanceMortgagee. Tenant Notwithstanding the foregoing, the letter of credit may provide for draws in New York, New York if such draws may be made by a courier or overnight delivery of applicable documents. A Letter of Credit must be issued by an Eligible Institution. If at any time (a) the institution issuing any such Letter of Credit shall renew cease to be an Eligible Institution or (b) if the Letter of Credit and maintain it for is due to expire prior to the period ending one hundred twenty (120) days after the end termination of the calendar year event or events which gave rise to the requirement that Mortgagor deliver the Letter of Credit to Mortgagee, Mortgagee shall have the right to draw down the same in which full or in part and deposit the Term expires, proceeds thereof into the Cash Management Account to be held and shall provide that it is automatically renewable for the Term, unless released pursuant to applied in accordance with the provisions of this Section or Mortgage and the Cash Management Agreement, unless the issuing bank delivers Mortgagor shall deliver a notice replacement Letter of non-renewal no later than thirty Credit from an Eligible Institution within (30i) as to clause (a) above, twenty (20) days before expiration. If Tenant fails after Mortgagee delivers written notice to renew Mortgagor that the institution issuing the Letter of Credit has ceased to be an Eligible Institution or (ii) as to clause (b) above, within ten twenty (1020) Business Days days prior to the expiration date of its expiration, Landlord may draw on the existing said Letter of Credit. Any Letter of Credit must be obtained by a Person, on behalf of Borrower, other than the SPE Entity, and maintain neither Mortgagor nor the funds as a non-interest-bearing deposit SPE Entity shall have or be permitted to be returned have any liability or other obligations under any reimbursement agreement with respect to Tenant on receipt by Landlord of a substitute any Letter of Credit from Tenant meeting all requirements or otherwise in connection with reimbursement to the issuer of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable for draws on such Letter of Credit. Licenses. As defined in Section 2.01(z) hereof. License Agreement. Any license or occupancy agreement granted by Mortgagor to Landlord an operator of a cart, kiosk or similar merchandising or sponsorship facilities located in the common areas of the Property or a tenant of in-line space for a term of one (1) year or less. Lien. Any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance or charge on the Property, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and shall providemechanic’s, among materialmen’s and other things, similar liens and encumbrances. Liens and Encumbrances. As defined in effect that:Section 2.09.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may You agree to deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to Landlord no later than the tenth day immediately following the Effective Date, time being of the essence. If the Letter of Credit is not delivered within such period, then until such time as it is delivered, you agree to pay to Landlord a penalty of $100.00 a day for each day until delivered and until such time as it is delivered, Landlord shall have the right to terminate this Lease. Upon an Event of Default, Landlord may, from time to time, without notice to you and without prejudice to any other remedy available to Landlord, draw upon the Letter of Credit to the extent necessary to make good any arrears of Rent or other payments due Landlord hereunder, and any other damage, injury, expense or liability caused by your default, and you shall pay to the issuer of the Letter of Credit on demand by Landlord the amount so applied in order to restore the Letter of Credit to its original amount. Provided that you have complied with all of the terms and conditions set forth in of the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable will be returned to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another you no later than 15 days after the expiration of the last day of the fifth Lease Year of the primary term. If the Letter of Credit from a bank that is acceptable in the form of one year automatic renewals, and if the issuer decides not to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall if you fail to provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers Landlord with a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the replacement Letter of Credit within ten (10) Business Days or, at your option, a cash security deposit in an amount equal to the face amount of its expiration, Landlord may draw on the existing required Letter of Credit and maintain Credit) within fifteen days of the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms stated expiry date of the Letter of Credit that is not being renewed, then the failure to provide Landlord with a replacement Letter of Credit shall be reasonably acceptable an Event of Default which can be cured solely by providing Landlord with the replacement Letter of Credit and in addition to any other remedy available to Landlord and under this Lease, Landlord shall providehave the right to draw on the Letter of Credit until such time as the replacement Letter of Credit is provided to Landlord. Provided that no Event of Default then exists beyond the applicable grace period, among other thingsif any, on each Adjustment Date beginning with the Adjustment Date corresponding to the first day of the second Lease Year, you shall be permitted to substitute a replacement Letter of Credit in an amount equal to the Letter of Credit amount then in effect that:prior to replacement minus $90,000. Upon Landlord's receipt of a replacement Letter of Credit, Landlord will return to you the then Letter of Credit that Landlord is holding.

Letter of Credit. In lieu (a) As security for the performance by Tenant of providing a cash Security Deposit, simultaneously with the execution of its obligations under this Lease, Tenant may deliver hereby covenants and agrees that it shall obtain and maintain in full force and effect at all times during the time period commencing on the date of execution of this Lease through the tenth (10th) anniversary of the Rental Commencement Date (such period of time being referred to Landlord herein as the "Security Period") an irrevocable and transferable stand-by letter of credit (“Letter or irrevocable stand-by replacement letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder credit subject to and in accordance with the terms and conditions set forth below (such letters of credit and replacement letters of credit required to be provided hereunder being herein individually referred to as a "Letter of Credit" and collectively as the "Letters of Credit"; the initial Letter of Credit in the Leaseamount of $4,000,000 delivered hereunder and any replacement of such initial Letter of Credit that has a term which includes any period of time prior to the Rental Commencement Date is sometimes referred to herein as the "Original Letter of Credit"; and any subsequent Letter of Credit issued after the Rental Commencement Date is sometimes herein referred to as a "Replacement Letter of Credit"). The terms Landlord and Tenant acknowledge that in lieu of issuing a replacement of the initial or any subsequent Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision issuer of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the then existing Letter of Credit and maintain may elect to amend the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute then existing Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms to extend the maturity date thereof as required hereunder and, if applicable, reduce the amount of the Letter of Credit to the amount required to be maintained hereunder as of the date such reduction is permitted hereunder (it being understood and agreed that such amendment(s) shall be reasonably acceptable limited to Landlord and shall providesuch matters only), among other thingsby issuing an amendment to the then existing Letter of Credit, in effect that:which case the "Original Letter of Credit" or the "Replacement Letter of Credit" shall be deemed to be the then existing Letter of Credit, as so amended.

Letter of Credit. In lieu To secure the obligation of providing a cash Security DepositBuyer to pay the Periodic Fee and the Operation and Maintenance Monthly Fee due on each Buyer Monthly Payment Date, simultaneously with the execution of this Leaseon March 10, Tenant may deliver to Landlord an irrevocable and transferable letter of credit 2011, (“Letter of Credit”a) running Buyer shall post in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of Seller the Letter of Credit; and (b) Seller shall provide Buyer with written evidence that a letter of credit has been posted on behalf of Seller in the amount of $10,000,000 in favor of SMBC as administrative agent, which are subject to Landlord’s reasonable consent, letter of credit may be drawn down in full by SMBC upon an event of default by Seller under the Forbearance Agreement. The Letter of Credit shall strictly comply with terminate on the provisions of this Addendum #1Buyer Monthly Payment Termination Date. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision form of the banking commission letter of credit attached hereto as Exhibit C2 to Schedule 8 and shall permit Seller to draw down the State full amount of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant upon a Buyer Event of Default. Seller shall at notify Buyer of its cost substitute another Letter receipt of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter any Notice of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of nonNon-renewal no later than Renewal thirty (30) days before expiration. If Tenant fails prior to renew the expiration date of the Letter of Credit within ten (10) Business Days Credit. Buyer shall deliver to Seller a replacement letter of its expiration, Landlord may draw on credit substantially in the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit on the later of fifteen (15) days prior to the expiration of the Letter of Credit or a replacement letter of credit, if applicable, or fifteen (15) days after Buyer's receipt of a copy of the Notice of Non-Renewal from Seller. Seller may draw down the full amount of the Letter of Credit or the replacement letter of credit, as applicable, if Buyer does not deliver to Seller a replacement letter of credit in accordance with the terms of this Section 11.07. The principal amounts of the Taxable Loans shall be reasonably acceptable to Landlord reduced by the amounts drawn down by Seller on the Letter of Credit. Such amounts drawn by Seller shall not be considered as liquidated damages. Seller shall reimburse Buyer for all of its reasonable substantiated third-party costs incurred in providing and shall provide, among other things, in effect that:maintaining the Letter of Credit.

Letter of Credit. In lieu of providing a the cash Security Deposit, simultaneously with deposit described in Section 10 of the execution of this Lease, Tenant may may, upon signing this Lease (or at any time thereafter to replace the cash deposit), deliver or cause to be delivered to Landlord an irrevocable and transferable unconditional letter of credit (the “Letter of Credit”) running governed by the Uniform Customs and Practice for Documentary Credits (1993 revisions), International Chamber of Commerce Publication No. 500, as revised from time to time, in favor the amount of the security deposit, issued to Landlord, as beneficiary, in form and substance satisfactory to Landlord, by a bank (an “Approved Bank”) approved by Landlord qualified to transact banking business in California with an office in either the City and County of San Francisco or the County of Santa Xxxxx at which drafts drawn on the Letter of Credit securing Tenantmay be presented for payment. The full amount of the Letter of Credit shall be available to Landlord upon presentation of Landlord’s obligations hereunder subject sight draft accompanied only by the Letter of Credit and Landlord’s signed statement that Landlord is entitled to draw on the Letter of Credit pursuant to this Lease. Tenant shall maintain the Letter of Credit throughout the duration of the Term of this Lease and the right to draw thereunder shall be transferred or assigned by Landlord to any successor Landlord under this Lease. Tenant shall pay any fees related to the terms and conditions set forth in the Lease. The terms issuance, amendment or transfer of the Letter of Credit, which are subject to Landlord’s reasonable consentincluding without limitation, shall strictly comply with the provisions of this Addendum #1any transfer fees. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank also provide that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit it shall be irrevocable deemed automatically renewed, without amendment, for the period ending no less than consecutive periods of one (1) year each during the term of this Lease (plus a period of thirty (30) days after the Expiration Date), unless the Approved Bank sends written notice (“Issuer Notice”) to Landlord by any method specified in Section 33 of this Lease, not less than sixty (60) days next preceding the then expiration date of issuance. Tenant shall renew the Letter of Credit and maintain that it for the period ending one hundred twenty (120) days after the end elects not to have such Letter of the calendar year in which the Term expiresCredit renewed. If Landlord receives an Issuer Notice, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no not later than thirty (30) days before expiration. If Tenant fails prior to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms expiry date of the Letter of Credit Tenant fails to furnish Landlord with a replacement Letter of Credit pursuant to the terms and conditions of this Section 11, then Landlord shall be reasonably acceptable have the right to Landlord draw the full amount of the Letter of Credit, by sight draft, and shall provide, among other things, in effect that:hold the proceeds of the Letter of Credit as a cash Security Deposit pursuant to the terms and conditions of Section 10 of this Lease.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously Concurrently with the execution of this Leasehereof, Tenant may shall ---------------- deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the a Letter of Credit securing Tenant’s obligations hereunder subject to in the terms amount of Two Million Dollars (2,000,000) ("Letter of Credit Amount") and conditions which otherwise meets the specifications as set forth in the Lease. The terms definition of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than Exhibit A. At least thirty (30) days before expiration. If expiration of any Letter of --------- Credit, Tenant fails will deliver to renew the Landlord a replacement Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on in the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms amount of the Letter of Credit Amount which meets the specifications set forth in Exhibit A and has a term expiration of at least one (1) year --------- after the Letter of Credit it replaces. As used herein, the term "Letter of Credit" shall be reasonably acceptable include any such replacement. If Tenant fails timely to deliver a replacement Letter of Credit, Landlord may at its option, cash the Letter of Credit in full and hold the proceeds as a cash security deposit for the performance of Tenant's obligations hereunder. Should Tenant commit an Event of Default, then in addition to any other rights or remedies, Landlord may at its option draw on the Letter of Credit in an amount equal to the delinquent amounts owing by Tenant to Landlord and in an amount required to compensate Landlord for any resulting damages. Landlord's drawing on such Letter of Credit in an amount less than its full amount will not preclude Landlord from subsequently drawing on such Letter of Credit up to the full amount thereof. Should Tenant commit a monetary default on two (2) or more separate occasions and should the total of such defaults equal or exceed $500,000, Landlord may, at its option, cash the Letter of Credit in full and thereafter hold the proceeds as a cash security deposit for the performance of Tenant's obligations hereunder. Landlord's drawing on the Letter of Credit shall providenot constitute a cure of such Event of Default (unless Landlord otherwise agrees in writing) and shall not prevent Landlord from exercising any of its other rights or remedies in respect of such Event of Default. Provided that there is no existing Event of Default, among other thingsthe Letter of Credit will be released at any time after January 1, 2003, if the Net From Operations (as defined in effect that:the Sublease) for the Property exceed $2,500,000 for the immediately preceding four (4) Fiscal Quarters.

Letter of Credit. In lieu Provided the conditions of providing this Section 23.03 have been satisfied, Tenant shall have the right to post a cash letter of credit in the amount of the Security Deposit as the Security Deposit. The letter of credit shall (i) be issued by a federally insured bank having an office in the Washington, simultaneously with D.C. metropolitan area which bank is reasonably acceptable to Landlord; (ii) be irrevocable; (iii) authorize the execution Landlord to draw by its sight draft accompanied by a certificate by Landlord (or its representative) that Landlord is entitled to draw upon the same pursuant to provisions of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”iv) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject by its terms not expire prior to the terms and conditions set forth in first year anniversary of the LeaseRent Commencement Date. The terms At least thirty (30) days prior to the expiration of the Letter of Credit, which are subject Tenant shall deliver to Landlord’s reasonable consentLandlord one of the following (i) cash in an amount equal to the Security Deposit, shall strictly comply (ii) an amendment to the letter of credit extending the expiry date for an additional year, or (iii) a new letter of credit complying with the provisions terms of this Addendum #1. The Letter Section 23.03 which has an expiry date of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit least one year from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuanceexpiration of the existing letter of credit. Should Tenant shall renew deliver either a new letter of credit or cash in lieu of the Letter letter of Credit and maintain it for credit, then, Landlord will return the period ending one hundred twenty letter of credit to Tenant. The failure of Tenant to deliver Landlord an extension of the letter of credit, a new letter of credit or cash in lieu of the letter of credit, at least thirty (12030) days after prior to the end expiration of the calendar year in which date of the Term expires, letter of credit Landlord is holding as a Security Deposit shall entitle Landlord to draw upon the letter of credit and shall provide that it is automatically renewable for the Term, unless released hold such proceeds pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:23.01 hereof.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with Lessee shall deposit the Letter of Credit securing Tenant’s obligations hereunder subject with Lessor upon the date of execution and delivery of this Lease by Lessee to Lessor. Lessee shall renew and cause a new Letter of Credit to be delivered to Lessor on or before thirty (30) days prior to the terms and conditions set forth in date of expiration of the LeaseLetter of Credit which is then on deposit with Lessor. The terms If Lessee fails to timely deliver a renewal Letter of Credit to Lessor, Lessor shall be entitled to draw down the entire amount of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued held by a bank acceptable to Landlord in Landlord’s reasonable discretion Lessor as security for the performance by Lessee of Lessee's covenants and obligations under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionLease. The Letter of Credit shall not be irrevocable for the period ending no less than one (1) year after the date considered an advance payment of issuancerental or a measure of Lessor's damages in case of default by Lessee. Tenant shall renew Lessor may, from time to time, without prejudice to any other remedy, draw down upon the Letter of Credit and maintain it use the proceeds thereof to make good any arrearages of rent, to satisfy any other covenant or obligation of Lessee hereunder or to compensate Lessor for any other loss or damage which Lessor may suffer by reason of any default by Lessee. Following any such draw against the period ending one hundred twenty (120) days after Letter of Credit, Lessee shall deliver to Lessor on demand a new letter of credit in the end amount of the calendar year original Letter of Credit or a supplemental letter of credit in which an amount sufficient to restore the Term expiresaggregate letters of credit held by Lessor to the amount of the original Letter of Credit. If Lessee is not in default at the termination of the Lease, and shall provide that it is automatically renewable for the Term, unless released pursuant to has complied with all of the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit Lease to be returned to Tenant on receipt performed by Landlord Lessee, including surrender of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Leased Property in accordance with the provisions hereof, the Letter of Credit shall be reasonably acceptable returned by Lessor to Landlord Lessee, subject to any draws which have previously been made by Lessor against the Letter of Credit. Lessee will not assign or encumber Lessee's interest in the Letter of Credit, and shall provide, among other things, in effect that:neither Lessor nor Lessor's successors or assigns will be bound by any such attempted assignment or encumbrance of the Letter of Credit.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously Concurrent with the execution and delivery of this Lease, Tenant may deliver has delivered to Landlord an irrevocable and transferable as security for the performance of the obligations of Tenant hereunder a cash deposit or a letter of credit in the amount specified in Section 1.3 in accordance with this Section (as renewed, replaced, increased and/or reduced pursuant to this Section, the “Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1). The Letter of Credit shall be issued by a bank acceptable in the form attached as Exhibit G to this Lease or such other form as Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporationmay reasonably approve. If the credit of the bank that originally issues the there is more than one Letter of Credit becomes unacceptable so delivered by Tenant, such Letters of Credit shall be collectively hereinafter referred to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another as the “Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionCredit”. The Letter of Credit (i) shall be irrevocable for and shall be issued by a commercial bank reasonably acceptable to Landlord (Landlord hereby approving Silicon Valley Bank as the period ending no less than one issuer), (1ii) year after shall require only the date presentation to the issuer of issuance. Tenant shall renew a certificate of the holder of the Letter of Credit stating either (a) that a default has occurred under this Lease after the expiration of any applicable notice and maintain it cure period (or stating that transmittal of a default notice is barred by applicable bankruptcy or other law if such is die case) or (b) stating that Tenant has not delivered to Landlord a new Letter of Credit having a commencement date immediately following the expiration of the existing Letter of Credit in accordance with the requirements of the Lease, (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord written notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period of the Term shall be for a term ending one hundred twenty not earlier then the date sixty (12060) days after the end last day of the calendar year Term. If Tenant shall be in which default under the Term expiresLease, and after the expiration of any applicable notice or cure period (or if transmittal of a default or other notice is stayed or barred by applicable bankruptcy or other law), Landlord shall provide that it is automatically renewable for be entitled to draw upon the Term, unless released pursuant Letter of Credit to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later extent reasonably necessary to cure such default. If, not less than thirty (30) days before expiration. If Tenant fails to renew the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit within ten (10) Business Days having a commencement date immediately following the expiration of its expiration, Landlord may draw on the existing Letter of Credit and maintain in accordance with this Section, Landlord shall also have the funds as a non-interest-bearing deposit right to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms draw upon the full amount of the Letter of Credit without giving any further notice to Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s default under the Lease. Any funds drawn by Landlord on the Letter of Credit and not applied against amounts due hereunder shall be reasonably acceptable held by Landlord as a cash security deposit, provided that Landlord shall have no fiduciary duty with regard to Landlord such amounts, shall have the right to commingle such amounts with other funds of Landlord, and shall providepay no interest on such amounts. After any application of the Letter of Credit by Landlord in accordance with this paragraph, among other thingsTenant shall reinstate the Letter of Credit to the amount then required to be maintained hereunder, within thirty (30) days of demand. Within sixty (60) days after the expiration or earlier termination of the Term the Letter of Credit and any cash security deposit then being held by Landlord, to the extent not applied, shall be returned to the Tenant provided that no Event of Default is then continuing. In the event that (i) Tenant is successful in effect that:raising no less than One Hundred Twenty Million Dollars ($120,000,000) in an initial public offering, and (ii) Tenant’s market capitalization as shown on Bloomberg exceeds One Billion Dollars ($1,000,000,000) for three (3) consecutive months, then the amount of the Security Deposit shall be reduced to One Million Fifty-Four Thousand Five Hundred Seventy-Four Dollars ($1,054,574.00). If, after the third anniversary of the Rent Commencement Date, the Security Deposit has been reduced as provided for in the preceding sentence and there has not been an Event of Default by Tenant under the Lease in the payment of Annual Fixed Rent or Additional Rent during the previous three (3) year period and the Tenant is not currently in default (for which notice has been given), the amount of the Security Deposit shall be reduced to Eight Hundred Forty-Six Thousand Six Hundred Fifty-Nine Dollars ($846,659.00).

Letter of Credit. In lieu On the Effective Date, Tenant shall deliver to Landlord a letter of providing a cash Security Depositcredit in the amount of $1,360,000 (the “Initial Amount”) and in substantially the form of Exhibit I that can be presented for payment in Denver, simultaneously with the execution Colorado and that is to be held as additional security for Xxxxxx’ s faithful performance of this Lease. If Tenant does not terminate this Lease as to the Slot Lot Building pursuant to Section 2.2, Tenant may deliver to Landlord an irrevocable and transferable will increase the amount of the letter of credit by $640,000 (the “Letter of CreditAdditional Amount”) running in favor to $2,000,000 within ten days after receipt of Landlord, with ’s written request. Landlord shall not be obligated to apply the Letter letter of Credit securing credit to Base Rent or Additional Rent in arrears or damages for Tenant’s obligations hereunder subject failure to perform the covenants, conditions, and agreements of this Lease; however, Landlord may so apply the letter of credit, at its option. Xxxxxxxx’s right to bring a proceeding to recover or otherwise to obtain possession of the Premises before or after Xxxxxxxx’s termination of this Lease for nonpayment of Base Rent or Additional Rent or for any other reason shall not in any event be affected by reason of the fact that Landlord holds the letter of credit. If Landlord repossesses the Premises because of an Event of Default, Landlord may apply the letter of credit to all damages and may retain the letter of credit to apply to such damages as may be suffered or shall accrue by reason of Tenant’s default. If any bankruptcy or debtor proceedings shall be instituted by or against Tenant, or its successors or assigns, the letter of credit shall be deemed to be applied first to the terms payment of any Base Rent or Additional Rent due Landlord for all periods prior to the institution of such proceedings, and conditions set forth in the Lease. The terms balance, if any, of the Letter letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall credit may be issued retained by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released disposition pursuant to the provisions of this Section bankruptcy or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expirationdebtor proceedings. If Landlord draws on the letter of credit in whole or in part, Tenant fails shall, within 15 days after demand by Landlord, deliver a replacement letter of credit to renew restore it to the Letter full amount. So long as no Event of Credit within ten (10) Business Days Default has occurred and is continuing on the last day of its expirationthe 30th calendar month after the Rent Commencement Date for the Slot Building Premises, Landlord may draw agrees to permit the Additional Amount to be reduced by $80,000. Thereafter, provided no Event of Default has occurred, Xxxxxxxx agrees to permit the Additional Amount to be further reduced by $80,000 on each anniversary of the initial reduction; however, the Additional Amount shall never be reduced below $128,000. So long as no Event of Default has occurred and is continuing on the existing Letter last day of Credit and maintain the funds as a non-interest-bearing deposit 30th calendar month after the Rent Commencement Date for the Existing Premises, Landlord agrees to permit the Initial Amount to be returned reduced by $170,000. Thereafter, provided no Event of Default has occurred, Xxxxxxxx agrees to Tenant permit the Initial Amount to be further reduced by $170,000 on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms each anniversary of the Letter of Credit initial reduction; however, the Initial Amount shall never be reasonably acceptable to Landlord and shall provide, among other things, in effect that:reduced below $272,000.

Letter of Credit. In lieu Within ten (10) days following Xxxxxx’s execution and delivery of providing this Lease, and as a cash Security Deposit, simultaneously with condition to the execution effectiveness of this Lease, Tenant may shall deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with issued by a major banking institution reasonably acceptable to Landlord (the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth “Bank”) in the Leaseamount of $300,000.00. The terms of Landlord approves JPMorgan Chase Bank as the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1Bank. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues comply with the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Criteria attached hereto as Exhibit D-1 . The parties acknowledge that the form of Letter of Credit from a bank that attached as Exhibit D-2 is acceptable to Landlord in Landlord’s sole reasonable discretionfor the purposes of this Lease. The Letter of Credit shall be irrevocable for provide that Landlord may draw from time to time upon such Letter of Credit to the period ending no less than extent that Landlord certifies to the Bank as to any one or more of the following: (1a) year after that Landlord is owed Base Rent or Additional Rent, or both, or other amounts which Tenant is obligated to pay under the date of issuance. Tenant shall renew Lease which remain unpaid beyond applicable notice and grace periods, (b) that the Letter of Credit has not been renewed or replaced as required below, or (c) that a default beyond applicable notice and maintain it for grace periods has occurred under the period ending one hundred twenty (120) days after the end Lease. Such Letter of the calendar year in which the Term expiresCredit shall be replaced or renewed, and such replacement or renewal Letter of Credit shall provide that it is automatically renewable for the Termbe delivered to Landlord, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no not later than thirty (30) days before expirationprior to expiration thereof. If Tenant fails to renew Landlord draws upon the Letter of Credit as permitted above, Tenant shall within ten (10) Business Days 10 days following request by Landlord deliver a replacement Letter of Credit to Landlord or otherwise restore the Security Deposit to its expirationoriginal amount. Tenant shall not have the right to call upon Landlord to draw upon the Letter of Credit or to apply all or any part of the proceeds therefrom to cure any default or fulfill any obligation of Tenant, but such use shall be solely in the discretion of Landlord. In the event the Letter of Credit is drawn upon by Landlord may draw on because such Letter of Credit is about to expire and has not been replaced or renewed by Tenant in accordance with the existing provisions of this Section, the proceeds of such Letter of Credit and maintain the funds as a non-interest-bearing deposit to all interest accrued thereon shall be returned to Tenant on receipt held in escrow by Landlord of or its agent as security for Tenant’s obligations hereunder until such time as Tenant shall have delivered Landlord a substitute replacement Letter of Credit from Tenant meeting all requirements Credit. Upon any conveyance of this Addendum #1. The form and terms of the Premises by Landlord to Landlord’s grantee or transferee, the Letter of Credit shall be reasonably acceptable delivered by Landlord to Landlord’s grantee or transferee. Upon any such delivery and notice thereof to Tenant, Tenant hereby releases Landlord herein named of any and all liability with respect to the Letter of Credit, its application and return, and Xxxxxx agrees to look solely to such grantee or transferee for all matters regarding such Letter of Credit, including any pending claims or disputes Tenant may have regarding the misapplication of the Letter of Credit during the term of Landlord’s ownership of the Premises. It is further understood that this provision shall provide, among other things, in effect that:also apply to subsequent grantees and transferees.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously Concurrently with the Tenant's execution of this LeaseSecond Amendment, Tenant may shall deliver to Landlord an unconditional, irrevocable and transferable renewable letter of credit (“"Letter of Credit”") running in favor of Landlord in the form attached hereto as Exhibit "A", issued by a financial institution satisfactory to Landlord, in the principal amount ("Stated Amount") of $435,000.00, to be held by Landlord in accordance with the terms, provisions and conditions of this Second Amendment. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the Letter of Credit. If the Letter of Credit securing Tenant’s obligations hereunder subject delivered by Tenant is inconsistent with the form attached hereto as Exhibit "A" (including, without limitation, the wrong name or address for the Beneficiary), Landlord may so notify Tenant in writing, in which case Tenant shall cause the Letter of Credit to be corrected within five (5) business days after such notice. Landlord shall be entitled to draw upon the terms and conditions set forth in Letter of Credit if the Leasecredit rating or financial condition of the issuer of the Letter of Credit is no longer acceptable to Landlord. The terms Following any such draw by Landlord on the Letter of Credit solely because of the deterioration of the creditworthiness of the issuer of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Landlord will disburse such Letter of Credit shall be issued by a bank acceptable proceeds to Tenant provided (i) Tenant delivers to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another a replacement Letter of Credit from a bank that is acceptable financial institution satisfactory to Landlord in the form attached hereto as Exhibit "A" within sixty (60) days after Landlord’s sole reasonable discretion. The Letter 's draw thereon, (ii) there exists no event of Credit default with respect to any provision of the Lease (as amended), and (iii) Tenant pays all of Landlord's fees and expenses incurred in connection with such disbursement; provided, however, if any of the three (3) foregoing conditions are not satisfied, the proceeds received from such draw shall be irrevocable 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 the period ending no less than one purposes set forth in clauses (1) year after the date through (5) of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:8.2 below.

Letter of Credit. In lieu (a) Notwithstanding the foregoing, the Security Deposit may, at the option of providing a cash Security DepositTenant, simultaneously with be in the execution form of this Lease, Tenant may deliver to Landlord an unconditional and irrevocable and transferable letter of credit (hereinafter referred to as the “Letter of Credit”) running in favor the amount of the Security Deposit, in the form attached hereto as Exhibit E and issued by a bank reasonably satisfactory to Landlord, with the . The first such Letter of Credit securing Tenant’s obligations hereunder subject to shall expire no earlier than thirty (30) days after the terms and conditions set forth in the Lease. The terms first (1st) anniversary of the Commencement Date and all subsequent replacement Letters of Credit shall expire no earlier than twelve (12) months from the expiry date of the then outstanding and expiring Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank may contain an “evergreen clause” providing that originally issues the Letter of Credit becomes unacceptable shall automatically renew for one year intervals unless thirty (30) days prior to any expiration date, Landlord is notified in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit writing by certified mail from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit issuer that the Letter of Credit will not be renewed. Otherwise, Tenant shall ensure that at all times during the term of this Lease and maintain it for the period ending one hundred twenty thirty (12030) days after the end expiration of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant an unexpired Letter of Credit in the face amount of the Security Deposit or cash in such amount shall be in the possession of Landlord. During the Term, Tenant shall deliver a replacement Letter of Credit to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal Landlord no later than thirty (30) days before expirationprior to the expiry date of the then outstanding and expiring Letter of Credit. If Failure by Tenant fails to renew deliver any replacement Letter of Credit as required above shall entitle Landlord to draw under the outstanding Letter of Credit and to retain the entire proceeds thereof for application as the Security Deposit under this Lease. Each Letter of Credit shall be for the benefit of Landlord and its successors and assigns and shall entitle Landlord or its successors or assigns to draw from time to time under the Letter of Credit in portions or in whole upon presentation of a sight draft and statement by Landlord that Landlord is entitled to draw thereunder pursuant to the terms and provisions of this Lease. If Tenant defaults in respect to any of the terms, provisions, covenants or conditions of this Lease, including, but not limited to, payment of Base Rent, Additional Rent, or any other amount payable by Tenant hereunder, and such default is not cured by Tenant within ten (10) Business Days of its expirationthe applicable notice and cure periods contained in this Lease, if any, Landlord may draw on upon the existing Letter of Credit in part or in whole and maintain may use, apply or retain the funds as a nonwhole or any part of the proceeds thereof or any cash or other Security Deposit for any such payment, or for any other sum which Landlord may expend or be required to expend by reason of Tenant’s default, including without limitation any damages or deficiency in the reletting of the Premises, whether such damages or deficiency shall have occurred before or after any re-interest-bearing deposit to be returned to Tenant on receipt entry by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1Landlord. The form and terms of If the Letter of Credit shall be reasonably acceptable so drawn upon or otherwise if any of the Security Deposit shall be so used, applied or retained in each such instance, upon the written demand therefor by Landlord, pay to Landlord and shall provide, among other things, in effect that:such additional sum as may be necessary to restore the Security Deposit or deliver a replacement Letter of Credit.

Letter of Credit. In lieu of providing a cash Security Deposit(1) Within thirty (30) days after the Commencement Date, simultaneously Subtenant shall deposit with the execution of this Lease, Tenant may deliver to Landlord Sublandlord an unconditional and irrevocable and transferable letter of credit (the “Letter of Credit”) running in favor the amount of LandlordOne Million and 00/100 Dollars ($1,000,000.00) in form and issued by a bank reasonably satisfactory to Sublandlord, with such letter of credit to be held for the performance by Subtenant of Subtenant's covenants and obligations under the Sublease, it being expressly understood that the Letter of Credit securing Tenant’s obligations hereunder subject shall not be considered an advance payment of Rent or a measure of Sublandlord's damages in case of an Event of Default by Subtenant. Sublandlord hereby approves Silicon Valley Bank as reasonably satisfactory to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew issue the Letter of Credit and maintain it for approves the period ending one hundred twenty (120) days after form of Letter of Credit attached hereto as Exhibit D. Notwithstanding the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant foregoing to the provisions contrary, so long as no Event of this Section or unless Default then exists, the issuing bank delivers a notice amount of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw required to be maintained by Tenant shall be reduced to $500,000.00 on the existing Letter first day of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #173rd month after the Commencement Date. The form and terms of Subtenant acknowledges that the Letter of Credit shall be reasonably acceptable held by Sublandlord. Upon the occurrence and during the continuance of any Event of Default by Subtenant under this Sublease which shall remain uncured beyond the applicable cure period, Sublandlord may from time to Landlord and shall providetime, among without prejudice to any other thingsremedy draw on the Letter of Credit, in effect that:whole or in part to the extent necessary to make good any arrears of Rent or other payments hereunder and/or any damage, injury, expense or liability caused to Sublandlord by such Event of Default (provided that Sublandlord may draw upon the Letter of Credit in whole in the event Subtenant defaults in its obligation to timely deliver a replacement letter of credit as required hereunder). If any portion of the proceeds from a draw on any Letter of Credit is so used or applied, Subtenant shall within thirty (30) days cause the issuing bank to restore any Letter of Credit to the amount existing prior to such application. Any remaining balance of Letter of Credit shall be returned by Sublandlord to Subtenant within thirty (30) days after the termination of this Sublease; provided, however, Sublandlord shall have the right to retain and expend such remaining balance (i) to reimburse Sublandlord for any and all Rent or other sums due hereunder that have not been paid in full by Subtenant and/or (ii) for cleaning and repairing the Subleased Premises if Subtenant shall fail to deliver same at the termination of this Sublease in the condition required by this Sublease, ordinary wear and tear, and damage due to casualty and condemnation only excepted. Sublandlord shall not be required to keep the proceeds from any Letter of Credit separate from its general funds and Subtenant shall not be entitled to any interest on same.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may You agree to deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to Landlord no later than the tenth business day immediately following the Effective Date, time being of the essence. If the Letter of Credit is not delivered within such period, then until such time as it is delivered, you agree to pay to Landlord a penalty of $100.00 a day for each day until delivered and until such time as it is delivered, Landlord shall have the right to terminate this Lease. Upon an Event of Default, Landlord may, from time to time, without notice to you and without prejudice to any other remedy available to Landlord, draw upon the Letter of Credit to the extent necessary to make good any arrears of Rent or other payments due Landlord hereunder, and any other damage, injury, expense or liability caused by your default, and you shall pay to the issuer of the Letter of Credit on demand by Landlord the amount so applied in order to restore the Letter of Credit to its original amount. Provided that you have complied with all of the terms and conditions set forth in of the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable will be returned to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another you no later than 30 days after the Lease Expiration Date. If the Letter of Credit from a bank that is acceptable in the form of one year automatic renewals, and if the issuer decides not to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall if you fail to provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers Landlord with a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the replacement Letter of Credit within ten (10) Business Days or, at your option, a cash security deposit in an amount equal to the face amount of its expiration, Landlord may draw on the existing required Letter of Credit and maintain Credit) on or before the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms fifteenth day immediately preceding the stated expiry date of the Letter of Credit that is not being renewed, then the failure to provide Landlord with a replacement Letter of Credit shall be reasonably acceptable an Event of Default which can be cured solely by providing Landlord with the replacement Letter of Credit and in addition to any other remedy available to Landlord under this Lease, Landlord shall have the right to draw on the Letter of Credit until such time as the replacement Letter of Credit is provided to Landlord. Provided that no Event of Default then exists, on and after each Adjustment Date beginning with the Adjustment Date corresponding to the first day of the second Lease Year, you shall provide, among other things, be permitted to substitute a replacement Letter of Credit in an amount equal to the Letter of Credit amount then in effect that:prior to replacement minus $25,000 provided, however, the Letter of Credit will never be reduced below $25,000. Upon Landlord’s receipt of a replacement Letter of Credit, Landlord agrees to return to you the then Letter of Credit that Landlord is holding. In the alternative and at your sole discretion, and once the Adjustment Date is determined, Landlord consents to an endorsement to the Letter of Credit specifying the reductions on each Adjustment Date provided that the endorsement clearly identifies each Adjustment Date and clearly identifies the amount that the Letter of Credit has been reduced to as of such Adjustment Date.

Letter of Credit. In lieu Within ten (10) business days following the Effective Date (the “Deposit Date”) , as security for Tenant’s faithful performance of providing a cash Security Deposit, simultaneously with the execution of this LeaseTenant’s obligation hereunder, Tenant may shall deliver to Landlord an a clean, irrevocable and transferable letter of credit established in Landlord’s (and its successors’ and assigns’) favor in the amount of Seven Hundred Sixty-Six Thousand Five Hundred Twenty-Eight and No/100 Dollars ($766,528.00) in the form depicted in Exhibit K or otherwise reasonably acceptable to Landlord issued by a Qualified Issuer (as hereinafter defined) (the “Letter of Credit”) running in favor of Landlord, with ). If Tenant is unable to deliver the Letter of Credit securing Tenant’s obligations hereunder subject to Landlord on or before the terms and conditions set forth Deposit Date, in the Lease. The terms lieu of the Letter of Credit, which are subject Tenant may by wire transfer deliver a temporary cash deposit to Landlord, in the same amount as the Letter of Credit ($766,528.00) (if applicable, the “Cash Deposit”), on or before the Deposit Date; provided, however, that Tenant must replace the Cash Deposit by delivering the Letter of Credit to Landlord within thirty (30) days after the Deposit Date. If applicable, (a) all of Landlord’s reasonable consentrights to use the Letter of Credit hereunder, and all of Tenant’s obligations with respect to the Letter of Credit hereunder, shall strictly comply fully apply to the Cash Deposit; and (b) upon Tenant’s timely replacement of the Cash Deposit with the provisions Letter of this Addendum #1Credit, Landlord promptly shall refund the Cash Deposit to Tenant. The Letter of Credit shall specifically provide for partial draws and shall by its terms be issued transferable by a bank acceptable the beneficiary thereunder at the Tenant’s sole cost and expense. If Tenant fails to Landlord in make any payment of Base Rent, additional rent, taxes, utility charges or other amounts due under the terms of this Lease, or otherwise defaults hereunder, beyond any applicable notice and cure period, Landlord, at Landlord’s reasonable discretion and option, may make a demand for payment under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable in an amount equal to the amounts then due and owing to Landlord in Landlord’s reasonable discretionunder this Lease. In the event that Landlord draws upon the Letter of Credit, Tenant shall at its cost substitute another present to Landlord a replacement Letter of Credit in the full Letter of Credit Amount satisfying all of the terms and conditions of this paragraph within ten (10) business days after receipt of notice from Landlord of such draw and Landlord shall simultaneously deliver any cash proceeds held by Landlord. Tenant’s failure to do so within such 10-business day period will constitute a bank that is acceptable default hereunder (Tenant hereby waiving any additional notice and grace or cure period), and upon such default Landlord shall be entitled to Landlord immediately exercise all rights and remedies available to it hereunder, at law or in Landlord’s sole reasonable discretionequity. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew contain a so-called “evergreen” clause providing that the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or not be cancelled unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expirationdays’ prior written notice to Landlord. If Tenant fails to renew In the event that the Letter of Credit within ten has an expiry or expiration date earlier than the Expiration Date of this Lease (10) Business Days of its expirationincluding any applicable Extension Terms), and Tenant has not presented to Landlord may draw on the existing a replacement Letter of Credit which complies with the terms and maintain conditions of this Section on or before twenty (20) days prior to the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord expiry or expiration date of a substitute the Letter of Credit from Tenant meeting all requirements then held by Landlord, then Landlord, shall have the right at any time prior to such expiration or expiry date to draw upon the Letter of this Addendum #1. The form Credit then held by Landlord and terms any such amount paid to Landlord by the issuer of the Letter of Credit shall be held by Landlord as security for the performance of Tenant’s obligations hereunder. During such time that Landlord is holding cash in the full amount of the Letter of Credit required hereunder, then Tenant will not be required to replace the Letter of Credit but this will not prevent Landlord from requiring that Tenant deliver a replacement letter of credit reasonably acceptable to Landlord and shall provide, among other things, in effect that:exchange for the cash then-being held by Landlord. Any interest earned on such

Letter of Credit. In lieu As security for the full and faithful payment of providing a cash Security Deposit, simultaneously with all sums due under this Lease and the execution full and faithful performance of every covenant and condition of this LeaseLease to be performed by Tenant, prior to the Commencement Date, Tenant may deliver to Landlord shall furnish an unconditional irrevocable and transferable letter Letter of credit Credit payable at sight (“Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms amount of the Letter of Credit, which are subject $832,508.50 from a national bank reasonably acceptable to Landlord payable to Landlord or Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1assigns as “Beneficiary”. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision effective as of the banking commission Commencement Date and will expire on 12:00 midnight the day before the annual anniversary of the State of California or Commencement Date each year thereafter throughout the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionLease Term. The Letter of Credit shall be irrevocable for the period ending no automatically extended annually not less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expirationprior to the annual expiration date, or if not extended by such date, Tenant shall cause such Letter of Credit to be funded on the expiration date. If Tenant’s failure to automatically extend or fund as herein provided shall constitute an Event of Default under this Lease. Tenant fails to renew may reduce the amount of the Letter of Credit within ten (10) Business Days Credit, at a 2096 annual rate, on each of its expiration, the anniversary dates of the Commencement Date. Landlord may shall be entitled to draw on the existing Letter of Credit, at any time during the Lease Term after an Event of Default by Tenant under the terms of this Lease, by presenting the original Letter of Credit and maintain to the funds as a non-interest-bearing deposit to issuing bank. Partial draws shall be returned to permitted. Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms shall, within fifteen (15) days after Landlord’s demand, restore the amount of the Letter of Credit shall be reasonably acceptable drawn so that the Letter of Credit is restored to Landlord and shall provide, among other things, in effect that:the original amount existing prior to the

Letter of Credit. In lieu of providing Landlord with a cash Security Deposit, simultaneously with the execution of this Leasesecurity deposit, Tenant may deliver to Landlord an irrevocable and transferable standby letter of credit (“the "Letter of Credit”") running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms form attached hereto as Exhibit G naming Landlord as beneficiary, in the amount of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1Security Deposit. The Letter of Credit shall be issued by a major national bank acceptable located in San Francisco or a regional bank located in the San Francisco Bay Area ("Bank") reasonably satisfactory to Landlord in and shall be upon such terms and conditions as Landlord and Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion's lender may reasonably require. The Letter of Credit shall be irrevocable allow draws by Landlord upon sight draft accompanied by a statement from Landlord that it is entitled to draw upon the Letter of Credit and shall contain terms which allow Landlord to make partial and multiple draws up to the face amount of the Letter of Credit. Landlord may draw on the Letter of Credit for the period ending no less purposes provided in Paragraph 28(a) above. If Tenant has not delivered to Landlord at least thirty (30) days prior to the expiration of the original Letter of Credit (or any renewal letter of credit) a renewal or extension thereof, Landlord shall have the right to draw down the entire amount of original Letter of credit (or renewal thereof) and retain the proceeds thereof as the security deposit. If and when Tenant would be entitled to request that Landlord return the Security Deposit to Tenant or apply the Security Deposit towards Tenant's obligation to pay Rent, Landlord shall, at Tenant's request, return to Tenant any Letter of Credit delivered to Landlord pursuant to this Paragraph. Tenant shall cooperate with Landlord with respect to any transfer of the Letter of Credit to Landlord's lender as the result of an assignment of Landlord's interests in the Letter of Credit to such lender as part of lender's security, including making any reasonable modification to the Letter of Credit that may be required by Landlord's lender pursuant to such transfer and paying any and all transfer fees (the "Transfer Fees") incurred in connection with the transfer of the Letter of Credit imposed by the Bank; provided, however, that Tenant shall not be obligated to pay Transfer Fees with respect to any transfer of the Letter of Credit more than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty time in any twelve (12012) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:consecutive month period.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with A. On or prior to the date which is ten (10) days after Subtenant’s execution and delivery of this LeaseSublease to Sublandlord or, Tenant may if earlier, one (1) business day after the Consent Date, Subtenant shall deliver to Landlord Sublandlord, as collateral for the full and faithful performance by Subtenant of all of its obligations under the Sublease and for all losses and damages Sublandlord may suffer as a result of any default by Subtenant under this Sublease, an irrevocable and transferable unconditional letter of credit (the “Letter of Credit”) running governed by the Uniform Customs and Practice for Documentary Credits (1993 revisions), International Chamber of Commerce Publication No. 500, as revised from time to time, in favor of Landlordan amount equal to Nine Hundred Fifty-Four Thousand Four Hundred Eleven and 81/100 Dollars ($954,411.81), issued to Sublandlord, as beneficiary, in form and substance reasonably satisfactory to Sublandlord, by a bank reasonably approved by Sublandlord qualified to transact banking business in California with an office in the Greater San Francisco Bay Area at which drafts drawn on the Letter of Credit securing Tenant’s obligations hereunder subject may be presented for payment. Subtenant shall maintain the Letter of Credit for the entire Term and any extension thereof. The Letter of Credit shall expressly state that the Letter of Credit and the right to draw thereunder may be transferred or assigned by Sublandlord to any successor or assignee of Sublandlord under this Sublease. Subtenant shall pay any fees related to the terms and conditions set forth in the Lease. The terms issuance or amendment of the Letter of Credit, which are subject to Landlord’s reasonable consentincluding, shall strictly comply with the provisions of this Addendum #1without limitation, any transfer fees. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision permit partial draws. The full amount of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable shall be available to Landlord in LandlordSublandlord upon presentation of Sublandlord’s reasonable discretion, Tenant shall at its cost substitute another sight draft accompanied only by the Letter of Credit from a bank and Sublandlord’s signed statement that Sublandlord is acceptable entitled to Landlord in Landlord’s sole reasonable discretiondraw on the Letter of Credit pursuant to this Sublease, and the Letter of Credit shall provide that proceeds shall be paid within three (3) days following such presentation. The Letter of Credit shall provide that it will be irrevocable for the period ending no less than one automatically renewed until sixty (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (12060) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or Expiration Date unless the issuing bank delivers a issuer provides Sublandlord with written notice of non-renewal no at the notice address herein at least sixty (60) days prior to the expiration thereof. If, not later than thirty (30) days before expiration. If Tenant prior to the expiration of the Letter of Credit, Subtenant fails to renew furnish Sublandlord with a replacement Letter of Credit pursuant to this Paragraph, Sublandlord shall have the right to draw the full amount of the Letter of Credit, and shall have the right to hold and apply the proceeds of the Letter of Credit in accordance with this Paragraph. If Subtenant fails to pay Rent or other charges due hereunder or otherwise defaults with respect to any provision of this Sublease, then Sublandlord may draw upon, use, apply or retain all or any portion of the proceeds of the Letter of Credit for the payment of any Rent or other charge in default, for the payment of any other sum which Sublandlord has become obligated to pay by reason of Sublessee’s default, or to compensate Sublandlord for any loss or damage which Sublandlord has suffered thereby, including future rent damages under California Civil Code Section 1951.2, without prejudice to any other remedy provided herein or by law. In addition, Sublandlord shall have the right to draw down an amount up to the face amount of the Letter Credit if (i) Subtenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “Bankruptcy Code”), (ii) an involuntary petition has been filed against Subtenant under the Bankruptcy Code that is not dismissed within thirty (30) days, or (iii) the Sublease has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition by Subtenant under the Bankruptcy Code or the filing of an involuntary petition against Subtenant under the Bankruptcy Code. Subtenant hereby waives the provisions of any law, now or hereafter in force, including, without limitation, California Civil Code Section 1951.7, that provides that Sublandlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, to repair damage caused by Subtenant, or to clean the Subleased Premises, it being agreed that Sublandlord, in addition, may claim those sums reasonably necessary to compensate Sublandlord for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of Subtenant, including future rent damages following the termination of this Sublease. If Sublandlord so uses or applies all or any portion of the Letter of Credit, then Subtenant, within ten (10) Business Days of its expirationdays after demand therefor, Landlord may draw on the existing shall deliver to Sublandlord a replacement Letter of Credit and maintain in the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord full amount of a substitute the original Letter of Credit from Tenant meeting all requirements of this Addendum #1set forth above. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:DocuSign Envelope ID: 9D3984A8-C93D-4572-92CA-7EC58C858956 DocuSign Envelope ID: E08B573C-4FE7-43C4-9202-7909BF8CD27D

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the Upon Tenant’s execution of this Lease, Tenant may deliver shall provide an irrevocable, fully assignable, and unconditional standby letter of credit, issued by a financial institution reasonably acceptable to Landlord, with a term continuing through the date that is sixty (60) days after the Expiration Date, or, upon approval by Landlord with a term of at least one (1) year with automatic renewal provisions, drawable by Landlord upon demand, and in form and substance reasonably satisfactory to Landlord an irrevocable and transferable letter of credit (the “Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1). The Letter of Credit shall be issued by a bank acceptable in an amount equal to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionFive Hundred Thousand Dollars ($500,000). The Letter of Credit shall be irrevocable secure the full and faithful performance of Tenant’s obligations under this Lease. Landlord may draw upon the Letter of Credit in whole or in part as provided herein. Landlord may draw upon the Letter of Credit without notice to Tenant if Tenant fails to deliver to Landlord a renewal or extension of the Letter of Credit, in substantially the same form or another form acceptable to Landlord in its sole discretion, for the period ending no a term of not less than one (1) year after at least thirty (30) days prior to the expiration date of issuancethe existing Letter of Credit. It shall be deemed reasonable for Landlord to reject a financial institution hereunder if such financial institution is not acceptable to Landlord’s lender. Tenant shall renew not assign or encumber, or attempt to assign or encumber, the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expiresneither Landlord nor its successors or assigns shall be bound by any such assignment, and encumbrance, attempted assignment, or attempted encumbrance. Landlord shall provide that it is automatically renewable for the Term, unless released pursuant not be required to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days exhaust its remedies against Tenant before expiration. If Tenant fails having recourse to renew the Letter of Credit within ten (10) Business Days or any cash security held by Landlord. Recourse by Landlord to the Letter of its expirationCredit or other security shall not affect any remedies of Landlord which are provided in this Lease or which are available to Landlord in law or equity. In the event of a default by Tenant hereunder, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to in accordance with its terms. Landlord may (but shall not be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting required to) use all requirements of this Addendum #1. The form and terms or any portion of the Letter of Credit or any proceeds thereof to cure any defaults on the part of Tenant or to compensate Landlord for any damage or costs Landlord incurs by reason of a default hereunder. In such event, and upon written notice from Landlord to Tenant specifying the amount so utilized by Landlord, Tenant shall immediately deposit with Landlord cash in such amount or shall provide an amendment to the Letter of Credit to return the Letter of Credit to the full amount required under this Lease. Within sixty (60) days after expiration of the Term or earlier termination of this Lease (or such longer period of time as is needed to confirm the existence of or cost to remedy any default), provided no default is then outstanding, the Letter of Credit proceeds (if Landlord has drawn on the Letter of Credit) shall be reasonably acceptable returned to Tenant, reduced by those amounts that may be required by Landlord to remedy defaults on the part of Tenant in the payment of Rent or otherwise, to repair damages to the Premises caused by Tenant and to restore the Premises to the condition required by this Lease. Landlord shall providehave no obligation to segregate the Letter of Credit proceeds from its general funds or to pay interest thereon. If Landlord conveys or transfers its interest in the Premises, among other thingsand as a part of such conveyance or transfer, assigns its interest in effect that:this Lease, then Tenant shall take all steps necessary at Tenant’s expense to transfer the Letter of Credit to Landlord’s successor and Landlord shall be released and discharged from any further liability to Tenant with respect to the Letter of Credit or its proceeds. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Letter of Credit. In lieu of providing a cash Security Deposit[The bank, simultaneously as requested by the account party, shall fill in the form in accordance with the execution instructions indicated] Bank’s branch or office:[insert complete name and address of this Lease, Tenant may deliver to Landlord an irrevocable guarantor] Beneficiary: [insert full name of beneficiary] Account party: [insert full name and transferable address of the account party] Date: [insert date of issue] Irrevocable Letter of Credit No.: [insert letter of credit (“Letter number] We have been informed that [insert complete name of Credit”) running purchaser]has entered into contract No. [insert number]dated [insert day and month], [insert year] with [name of supplier],for the supply of [description of goods and related services provided]. We hereby open our irrevocable credit in favor of Landlord, with the Letter beneficiary for the sum or sums not to exceed a total of Credit securing Tenant’s obligations hereunder subject to the terms [insert amount in numbers and conditions set forth in the Lease. The terms words and name of currency]to be made available by request of the Letter beneficiary for payment at sight upon the presentation of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with your draft accompanied by the provisions following documents: [insert list of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable documents required for the period ending no less than one (1) year after beneficiary to claim payment by this letter of credit] This letter of credit is valid until [insert expiration date],provided, however, that this letter of credit will be automatically extended without amendment for [insert number of days]from the present or any future expiration date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Termthereof, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than at least thirty (30) days before expiration. If Tenant fails prior to any such expiration date the issuing bank provides written notice to the account party, [insert name and mailing address of the account party] of its election not to renew the Letter this letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1credit for such additional period. The form notice required hereunder will be deemed to have been given when received by the beneficiary. This letter of credit is issued subject to the Uniform Customs and Practice for Documentary Credits, 2007 revision, International Chamber of Commerce Publication No. 600 For the bank For the account party Signature Signature In the capacity of: In the capacity of: Date: Date: Acceptance Certificate Date: [insert date] CB No: [insert CB number] Contract:[insert name of and number of contract] To: [insert name and address of supplier] Dear Sir or Madam: Pursuant to GCC clause 42 (acceptance) of the contract entered into between yourselves and the [insert name of purchaser](hereinafter the “purchaser”) dated [insert date of contract], relating to the [insert brief description of the goods and related services],we hereby notify you the goods (identified below) successfully completed the inspections and tests specified in the contract. In accordance with the terms of the Letter contract, the purchaser hereby takes over the goods (identified below), together with the responsibility for care and custody and the risk of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:loss thereof on the date mentioned below.

Letter of Credit. In lieu (a) Form of providing a cash Security DepositLetter of Credit. Not later than one (1) business day after receipt of Prime Landlord's written consent to this Sublease, simultaneously with the execution of this Lease, Tenant may Subtenant shall deliver to Landlord Sublandlord an unconditional, clean and irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms amount of the Letter of Credit$750,000.00, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions letter of this Addendum #1. The Letter of Credit credit shall be issued by a money-center bank (a bank which accepts deposits, maintains accounts, has a local office which will negotiate a letter of credit, and whose deposits are insured by the FDIC) reasonably acceptable to Landlord in Landlord’s reasonable discretion and under Sublandlord, shall be for a term continuing through the supervision last day of the banking commission of thirty (30)- day period following the State of California Expiration Date (or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in contain an "evergreen" provision which the Term expires, and shall provide provides that it automatically is automatically renewable for the Term, unless released pursuant to the provisions of this Section or renewed on an annual basis unless the issuing bank issuer delivers a notice of non-renewal no later than thirty (30) days before expirationdays' prior written notice to Sublandlord and Subtenant), shall permit partial draws, shall provide that draws thereunder will be honored upon receipt by issuer of a written statement signed by Sublandlord or its authorized agent stating that Sublandlord is entitled to draw down on the letter of credit, shall be freely transferable and shall be in a form and content reasonably acceptable to Sublandlord. If Tenant fails Such letter of credit, together with any other renewal or replacement letters of credit delivered or to renew be delivered by Subtenant hereunder shall be referred to collectively herein as the Letter "LC". The LC shall provide for thirty (30) days' prior written notice to Sublandlord of Credit within cancellation or material change thereof. In the event of any non-extension of the LC (if the term of the LC is for a period shorter than the Term of this Lease), Sublandlord shall be entitled to present its written demand for payment of the entire face amount of the LC, and the funds so obtained shall be held as a cash security deposit ("Cash Security Deposit") under this Sublease. Subtenant shall pay all expenses, points and/or fees incurred by Subtenant in obtaining the LC. Additionally, upon a proposed sale or other transfer of Sublandlord's interest in the Premises, the Prime Lease or this Sublease (including consolidations, mergers or other entity changes), Subtenant, at its sole cost and expense and upon ten (10) Business Days business days' notice, shall, concurrent with Sublandlord's delivery to Subtenant of its expirationthe then outstanding LC, Landlord may draw deliver to any such transferee, successor or assign a replacement LC on identical terms (except for the existing Letter of Credit and maintain stated beneficiary) from the funds same issuer or another bank acceptable to Sublandlord, in Sublandlord's sole but reasonable discretion, naming the new Sublandlord as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1the beneficiary thereof. The form and terms of the Letter of Credit LC shall not be reasonably acceptable to Landlord and shall providemortgaged, among other thingsassigned or encumbered in any manner whatsoever by Subtenant without Sublandlord's prior written consent, which may be withheld in effect that:Sublandlord's sole discretion.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with Within five (5) days after the execution of this Lease, Tenant may shall deliver to Landlord an unconditional and irrevocable and transferable letter of credit (the “Letter of Credit”) running from an area banking institution approved by Landlord in favor the Initial Letter of LandlordCredit Amount to be held by Landlord as a guaranty for the payment and performance by Tenant of all covenants and obligations of Tenant as set forth in this Lease. If Tenant waives its rights to terminate this Lease pursuant to Section 55 below, with Tenant shall increase the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Full Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1Credit Amount. The Letter of Credit shall contain terms whereby it can be issued drawn on by Landlord at sight on any date during the Term of this Lease on which issuer shall receive from Landlord a bank acceptable to certification signed by Landlord in Landlord’s reasonable discretion and stating that there is an Event of Default by Tenant under the supervision terms of this Lease. Landlord shall have the banking commission right to make such certification immediately upon any Event of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable Default by Tenant hereunder (as defined in Section 21 hereof) and to apply said sum against all amounts then due and owing by Tenant hereunder and/or against sums required to be and actually expended by Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable hereunder to Landlord in Landlord’s sole reasonable discretioncorrect existing defaults by Tenant. The Letter of Credit shall be irrevocable for also provide that Landlord shall have the period ending no less than one (1) year right to draw upon the Letter of Credit, in full or in part. Any balance left of the sum received from drawing on the Letter of Credit, after the date correction of issuancedefaults by Tenant and/or the payment of amounts due by Tenant, shall be credited against the next Rent payment(s) due to Landlord. Tenant In the event Landlord shall renew draw on the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expiresprovided by Tenant, and all as set forth herein, Tenant shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal replace same no later than thirty (30) days before expirationafter the date of such drawing, and if same is not replaced, it shall constitute an Event of Default under the terms of this Lease and Landlord shall have the benefit of all remedies permitted pursuant to the terms of this Lease and the laws of the State of Maryland. If Tenant fails to renew acknowledges and agrees that it shall keep the Letter of Credit within ten in full force and effect throughout the Term of this Lease. In the event the term of the Letter of Credit is not coterminous with the Term of this Lease, then not more than forty-five (1045) Business Days days prior to any expiration date of its expirationthe Letter of Credit, Tenant shall provide Landlord with the appropriate documentation that said Letter of Credit has been extended and provide Landlord with the new expiration date of same. Should Tenant fail to provide Landlord with such documentation on or before the expiration date of the Letter of Credit, Landlord may shall have the right to draw on the existing entire amount of said Letter of Credit and maintain hold it, without interest, for the funds benefit of Landlord as a non-interest-bearing deposit to security for the faithful performance of the Lease until the Letter of Credit is reinstated or the Term of the Lease expires. If the Letter of Credit is not reinstated, the amount drawn by Landlord shall be returned to Tenant on receipt Tenant, less all costs incurred by Landlord in correcting or satisfying any Event of a substitute Default under this Lease within ninety (90) days after the expiration or earlier termination of the Term. No right or remedy available to Landlord as provided in this Section 4 shall preclude or extinguish any other right or remedy to which Landlord may be entitled. Notwithstanding the foregoing, Landlord shall agree to the reduction of the Letter of Credit from to $520,225.50 on July 1, 2009, if Tenant meeting all requirements establishes that Tenant has Twenty-Five Million ($25,000,0000) of this Addendum #cash or cash equivalent in its accounts (the “Condition Precedent”). If the Condition Precedent is satisfied on July 1, 2009, and provided that there is no Event of Default then outstanding and on each of the reduction dates, commencing on July 1, 2010 and continuing on each annual anniversary thereafter, the Letter of Credit may be reduced by $74,318 per annum. The form and terms of If, however, the Condition Precedent has not been satisfied by July 1, 2009, the Letter of Credit shall be reasonably acceptable increased to Landlord $780,338.25 and the Letter of Credit shall provide, among other things, in effect that:be reduced by $111,476 per annum thereafter.

Letter of Credit. In lieu As security for performance of providing a cash Security Deposit, simultaneously with the execution of this those certain immediate repair items listed in Section 39 and Exhibit I to the Ply Gem Lease, Tenant may Borrower shall assign and deliver to Landlord an irrevocable Lender on the Closing Date the Letters of Credit (payable on sight draft), naming Lender as the sole beneficiary thereof. As security for performance of those certain obligations discussed in that certain Agreement to Convey (the "AGREEMENT TO CONVEY") dated August 27, 2004 between Ply Gem and transferable letter Borrower, Borrower shall assign and deliver to Lender on the Closing Date, the Ohio Letter of credit Credit (“payable on sight draft), naming Lender as the sole beneficiary thereof. The Letters of Credit and Ohio Letter of Credit shall: (a) be perpetual or for a term of one year with automatic renewals unless Lender receives written notice of non-renewal from the issuing financial institution at least sixty (60) days prior to the expiration of the then current Letter of Credit”; (b) running in favor be issued by a domestic financial institution that is not an Affiliate of Landlord, with the Letter Borrower and that has a long-term senior debt rating by S&P of Credit securing Tenant’s obligations hereunder subject not less than "A" or such other Ply Gem Industries credit rating as is acceptable to Lender; (c) permit full or partial draws without condition or charge to the terms and conditions set forth in the Lease. The terms beneficiary of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with ; ( d) be freely transferable by the provisions beneficiary of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is (and each successor as beneficiary) without restriction or charge and (e) otherwise be acceptable to Landlord Lender in Landlord’s sole reasonable discretionall respects. The Letter of Credit Borrower shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew cause the Letter of Credit to remain valid and maintain it for effective at all times while those certain immediate repair items listed in Section 39 and Exhibit I to the period ending one hundred twenty Ply Gem Lease remain to be completed plus an additional thirty (12030) days after days. If Borrower fails to cause the end renewal of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions Letters of this Section Credit or unless the issuing bank delivers a notice Ohio Letter of non-renewal no later than Credit within thirty (30) days prior to their expiration thereof, time being of the essence, Lender shall have the right at any time after the thirtieth (30th) day before expiration. If Tenant fails such expiration date to renew the draw on such Letters of Credit or Ohio Letter of Credit within and to hold the proceeds thereof as a cash escrow. The Letters of Credit shall remain in full force and effect until such time as provided for in Section 39 of the Ply Gem Lease. The Ohio Letter of Credit shall remain in full force and effect until such time as provided for in that certain Agreement to Convey. So long as no Event of Default has occurred and is continuing, if the amount Lender requires to be deposited in connection with the Loan with respect to environmental matters is less than the amount of the applicable Environmental Escrow ( as defined in the Ply Gem Lease), then Borrower may cause the substitution of new Letters of Credit in such reduced amounts. The Lender's right to draw upon the Ohio Letter of Credit and apply the proceeds thereof shall be determined by that certain Agreement Re: Ohio Property of even date herewith entered into between Borrower and Lender. If at any time prior to the full payment of the Loan an Event of Default shall have occurred and be continuing, Lender shall be entitled subject to the rights of Ply Gem under the Ply Gem Lease to draw upon the Letters of Credit, and shall use the proceeds of the Letters of Credit to the extent required to satisfy the Rocky Mount Post-Closing Environmental Obligations, the General Post-Closing Environmental Obligations or Post-Closing Compliance Obligations, as defined in the Ply Gem Lease, as applicable, and be entitled, at its sole discretion, to apply any remaining balance in payment of any charges which have not been made pursuant to the Loan Documents, and any other sums due to Lender in connection with any default or the curing thereof, including, without limitation, any damages incurred by Lender by reason of such default. Within ten (10) Business Days days of its expirationfull payment of Loan by Borrower, Landlord may draw on provided that no Event of Default has occurred and is continuing, Lender shall return the existing Letter Letters of Credit to Borrower and will execute documents reasonably requested by Borrower to re-assign the Letters of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Ohio Letter of Credit from Tenant meeting all requirements of this Addendum #1Credit. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:Ply Gem Industries

Letter of Credit. In lieu order to guarantee the obligations of providing a cash Tenant under this Lease and as the Security Deposit, simultaneously with the execution of this LeaseDeposit hereunder, Tenant may shall deliver to Landlord within 5 days after the Effective Date an irrevocable and transferable irrevocable, unconditional letter of credit in the amount of $1,325,976.75 (the “Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1). The Letter of Credit shall be for a minimum period of one year, addressed to Landlord (and/or any other beneficiary designated by Landlord), issued in a form and substance similar to that attached hereto as Exhibit F and by a bank acceptable to Landlord in financial institution approved by Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for be transferable one or more times by Landlord without the Term, unless released pursuant to the provisions consent of this Section or unless the issuing bank delivers a notice of non-renewal no later than Tenant. At least thirty (30) days before expiration. If Tenant fails prior to renew the expiration of the Letter of Credit within ten (10) Business Days of its expirationCredit, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit Tenant shall provide to be returned to Tenant on receipt by Landlord of Landlord, a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The issued in a form and terms substance similar to the Letter of Credit, for the minimum duration of one year. Landlord agrees to reimburse Tenant, upon Tenant’s request, any and all commercially reasonable processing fees charged by the issuing bank in connection with the Letter of Credit that arise due to: (1) Landlord’s sale or transfer of all or any portion of the Building or Property and the need for modification of the Letter of Credit in connection therewith; or (2) the addition, deletion, or modification of any beneficiary under the Letter of Credit. The bank issuing the Letter of Credit shall have banking offices in the city in which the Building is located, at which offices the Letter of Credit may be drawn. Tenant agrees that Landlord may, from time to time while an event of default by Tenant exists after notice and opportunity to cure (if applicable) and remains uncured, draw and receive payment under the Letter of Credit of the entire amount thereof at such time, and any such amounts received by Landlord shall be reasonably acceptable to held by Landlord and applied in accordance with this Lease in the manner specified in Section 6.B. Landlord shall provideat all times during the Term, among hold a letter of credit in the amount described above. Notwithstanding anything contained herein or in the Letter of Credit to the contrary, Landlord shall return the Letter of Credit to Tenant (and no further Letter of Credit or other things, in effect thatform of Security Deposit shall be required of Tenant hereunder) promptly following the occurrence of both of the following:

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with On or before the execution of this LeaseExpansion Space Commencement Date, Tenant may shall deliver to Landlord an a clean, irrevocable and transferable letter of credit (the “Expansion Space Letter of Credit”) running established in Landlord’s (and its successors’ and assigns’) favor in the amount of Landlord, with [**] (the “Expansion Space Letter of Credit securing TenantAmount”), issued by a federally insured banking or lending institution reasonably acceptable to Landlord and in the form and substance of Exhibit H to the Lease. The Expansion Space Letter of Credit shall specifically provide for partial draws and shall by its terms be transferable by the beneficiary thereunder. If Tenant fails to make any payment of rent or other charges due to Landlord under the terms of the Lease, as amended hereby, or otherwise defaults thereunder, beyond any applicable notice and cure period, Landlord, at Landlord’s obligations hereunder subject option, may make a demand for payment under the Expansion Space Letter of Credit in an amount equal to the amounts then due and owing to Landlord under the Lease, as amended hereby. In the event that Landlord draws upon the Expansion Space Letter of Credit, Tenant shall present to Landlord a replacement Expansion Space Letter of Credit in the full Expansion Space Letter of Credit Amount satisfying all of the terms and conditions set forth in of this paragraph within twenty (20) days after receipt of notice from Landlord of such draw. Tenant’s failure to do so within such 20-day period will constitute a default under the Lease, as amended hereby, (Tenant hereby waiving any additional notice and grace or cure period), and upon such default Landlord shall be entitled to immediately exercise all rights and remedies available to it hereunder, at law or in equity. The In the event that the Expansion Space Letter of Credit has an expiration date earlier than the expiration date of this Amendment and Tenant has not presented to Landlord a replacement Expansion Space Letter of Credit which complies with the terms and conditions of the Lease on or before thirty (30) days prior to the expiration date of any such Expansion Space Letter of CreditCredit then held by Landlord, which are subject then Tenant shall be deemed in default hereunder and Landlord, in addition to Landlord’s reasonable consentall other rights and remedies provided for hereunder, shall strictly comply with have the provisions right to draw upon the Expansion Space Letter of this Addendum #1. The Credit then held by Landlord and any such amount paid to Landlord by the issuer of the Expansion Space Letter of Credit shall be issued held by a bank acceptable to Landlord in as security for the performance of Tenant’s obligations hereunder. Any interest earned on such amounts shall be the property of Landlord. Landlord’s reasonable discretion and election to draw under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Expansion Space Letter of Credit becomes unacceptable and to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter hold the proceeds of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The the drawing under the Expansion Space Letter of Credit shall not be irrevocable for deemed a cure of any default by Tenant under the period ending no less than one (1) year after Lease, as amended hereby, and shall not relieve Tenant from its obligation to present to Landlord a replacement Expansion Space Letter of Credit which complies with the date terms and conditions of issuancethis Amendment. Tenant shall renew acknowledges that any proceeds of a draw made under the Expansion Space Letter of Credit and maintain it for thereafter held by Landlord may be used by Landlord to cure or satisfy any obligation of Tenant hereunder as if such proceeds were instead proceeds of a draw made under a Expansion Space Letter of Credit that remained outstanding and in full force and effect at the period ending one hundred twenty (120) days after time such amounts are applied by Landlord to cure or satisfy any such obligation of Tenant. Tenant hereby affirmatively disclaims any interest Tenant has, may have, claims to have, or may claim to have in any proceeds drawn by Landlord under the Expansion Space Letter of Credit and held in accordance with the terms hereof. Without limiting the generality of the foregoing, Tenant expressly acknowledges and agrees that at the end of the calendar year in which the Term expiresterm of Lease, as amended hereby (whether by expiration or earlier termination hereof), and if Tenant is not then in default under the Lease, as amended hereby, beyond any applicable notice and cure periods, Landlord shall provide that it is automatically renewable for the Term, unless released pursuant return to the provisions issuer of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Expansion Space Letter of Credit within ten or its successor (10or as such issuer may direct in writing) Business Days any remaining and unapplied proceeds of its expiration, Landlord may draw on any prior draws made under the existing Expansion Space Letter of Credit Credit, and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall providehave no rights, among other thingsresidual or otherwise, in effect that:or to such proceeds.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously Concurrent with the execution and delivery of this Lease, Tenant may deliver has delivered to Landlord an irrevocable and transferable as security for the performance of the obligations of Tenant hereunder a cash deposit or a letter of credit in the amount specified in Exhibit A in accordance with this Section (as renewed, replaced, increased and/or reduced pursuant to this Section, the “Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1). The Letter of Credit shall be issued by a bank acceptable in the form attached as Exhibit G to this Lease or such other form as Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporationmay reasonably approve. If the credit of the bank that originally issues the there is more than one Letter of Credit becomes unacceptable so delivered by Tenant, such Letters of Credit shall be collectively hereinafter referred to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another as the “Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionCredit”. The Letter of Credit (i) shall be irrevocable for and shall be issued by a commercial bank reasonably acceptable to Landlord, (ii) shall require only the period ending no less than one (1) year after presentation to the date issuer of issuance. Tenant shall renew a certificate of the holder of the Letter of Credit stating either (a) that a default has occurred under this Lease after the expiration of any applicable notice and maintain it cure period (or stating that transmittal of a default notice is barred by applicable bankruptcy or other law if such is the case) or (b) stating that Tenant has not delivered to Landlord a new Letter of Credit having a commencement date immediately following the expiration of the existing Letter of Credit in accordance with the requirements of the Lease, (iii) shall be payable to Landlord and its successors in interest as the Landlord and shall be freely transferable without cost to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord written notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period of the Term shall be for a term ending one hundred twenty not earlier then the date sixty (12060) days after the end last day of the calendar year Term. If Tenant shall be in which default under the Term expiresLease, and after the expiration of any applicable notice or cure period (or if transmittal of a default or other notice is stayed or barred by applicable bankruptcy or other law), Landlord shall provide that it is automatically renewable for be entitled to draw upon the Term, unless released pursuant Letter of Credit to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later extent reasonably necessary to cure such default. If, not less than thirty (30) days before expiration. If the scheduled expiration of the Letter of Credit, Tenant fails has not delivered to renew Landlord a new Letter of Credit having a commencement date immediately following the expiration of the existing Letter of Credit in accordance with this Section (an “LC Renewal Default”), Landlord shall also have the right to draw upon the full amount of the Letter of Credit without giving any further notice to Tenant and shall hold such amounts as a cash security deposit hereunder. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s default under the Lease. Any funds drawn by Landlord on the Letter of Credit and not applied against amounts due hereunder shall be held by Landlord as a cash security deposit, provided that Landlord shall have no fiduciary duty with regard to such amounts, shall have the right to commingle such amounts with other funds of Landlord, and shall pay no interest on such amounts. After any application of the Letter of Credit by Landlord in accordance with this paragraph, Tenant shall reinstate the Letter of Credit to the amount then required to be maintained hereunder, within thirty (30) days of demand (unless Landlord has drawn the full amount of the Letter of Credit for an LC Renewal Default in which case Tenant shall have no obligation to provide a Letter of Credit in addition to such cash security deposit). Within sixty (60) days after the expiration or earlier termination of the Term the Letter of Credit and any cash security deposit then being held by Landlord, to the extent not applied, shall be returned to the Tenant provided that no Event of Default is then continuing. If, after the second (2nd) anniversary of the Rent Commencement Date, there has been no Event of Default by Tenant under the Lease in the payment of Annual Fixed Rent or Additional Rent during the previous two (2) year period and no Event of Default by Tenant (for which notice has been given) exists as of such anniversary, then (i) the amount of the Security Deposit shall be reduced by Five Hundred Thousand Dollars ($500,000.00), (ii) Tenant shall provide a substitute Letter of Credit for the reduced amount and (iii) Landlord shall simultaneously return the original Letter of Credit held by Landlord (or Landlord shall pay such reduction amount to Tenant within ten (10) Business Days days if Landlord holds a cash security deposit). If, after the sixth (6th) anniversary of its expirationthe Rent Commencement Date, Landlord may draw on there has not been more than one (1) Event of Default by Tenant under the existing Letter Lease in the payment of Credit Annual Fixed Rent or Additional Rent during the first two (2) years of the Term, nor has there been any Event of Default by Tenant under the Lease in the payment of Annual Fixed Rent or Additional Rent during the third (3rd), fourth (4th), fifth (5th) and maintain sixth (6th) years of the funds Term, and no Event of Default by Tenant (for which notice has been given) exists as a non-interest-bearing deposit to of such anniversary, then (a) the amount of the Security Deposit shall be returned to reduced by Five Hundred Thousand Dollars ($500,000.00), (b) Tenant on receipt by Landlord of shall provide a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form for the reduced amount and terms of (c) Landlord shall simultaneously return the original Letter of Credit held by Landlord (or Landlord shall be reasonably acceptable pay such reduction amount to Tenant within ten (10) days if Landlord and shall provide, among other things, in effect that:holds a cash security deposit).

Letter of Credit. In lieu of providing a cash Security DepositLessee shall also deposit with Lessor, simultaneously with the ------------- ---------------- upon execution of this Lease, Tenant may deliver to Landlord as a security deposit for Lessee's faithful performance of Lessee's obligations an unconditional irrevocable and transferable standby letter of credit (“the "Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1"). The Letter of Credit shall be issued by a bank acceptable in the amount of One Million Dollars ($1,000,000), subject to Landlord later reduction as set forth in Landlord’s reasonable discretion and under the supervision this Article V. The Letter of the banking commission of the State of California or the Federal Deposit Insurance CorporationCredit shall be in form reasonably satisfactory to Lessor. If the credit of the bank In all events, such form shall provide that originally issues Lessor may draw upon the Letter of Credit becomes unacceptable solely upon making demand to Landlord the issuing bank for the amount specified by Lessor in Landlord’s reasonable discretionits demand, Tenant and by presenting evidence to the issuing bank of the identity of Lessor. Lessor shall at its cost substitute another not be required to satisfy any conditions in order to draw upon the Letter of Credit, it being understood that the Letter of Credit from shall be unconditional and irrevocable. However, Lessor shall have access to the funds represented by the Letter of Credit only for the purposes and under the conditions set forth herein, and shall not make any such demand for a bank that draw unless Lessor is acceptable entitled under this Article V to Landlord in Landlord’s sole reasonable discretiondraw upon the Letter of Credit. Lessee shall cause the Letter of Credit to be renewed on an annual basis and shall renew the same at least thirty (30) days prior to the scheduled maturity thereof each year (and deliver evidence thereof to Lessor promptly after such renewal). The Letter of Credit shall contain language requiring the issuer to deliver written notice (by certified mail, return receipt requested) to Lessor which notice meets the notice requirements of this Lease for notice from Lessee to Lessor in the event the Letter of Credit is not renewed by Lessee for at least a one year period at least thirty (30) days prior to the scheduled maturity thereof each year. In the event Lessee fails timely to so renew the Letter of Credit, Lessor shall be irrevocable entitled to draw the full amount of the Letter of Credit before expiration thereof, whereupon Lessor shall hold the same as a cash security deposit together with all other cash held by Lessor as a security deposit pursuant to this Article V; provided that, if Lessee thereafter obtains a new letter of credit satisfying the requirements of this paragraph, such new letter of credit shall be deemed the Letter of Credit hereunder, and promptly after such new Letter of Credit is issued to Lessor and Lessor is notified thereof, Lessor shall return to Lessee all but Two Hundred Thousand Dollars ($200,000) of the cash security deposit (which Two Hundred Thousand Dollars ($200,000) shall continue in place as the cash portion of the security deposit as specified in the first sentence of this Article V above). The preceding sentence shall not be deemed a limitation of Lessor's remedies for any such failure by Lessee to observe its obligations under this paragraph. Lessee shall cause the period ending no less than one Letter of Credit, as the same may be renewed from time to time, to remain in effect until the later of thirty (130) year days after the date expiration of issuancethe term, or thirty (30) days after Lessee has vacated the Premises. Tenant In the event Lessee fails to cause the Letter of Credit to remain in effect for such thirty (30) day period following expiration of the term or Lessee's vacation of the Premises, whichever later occurs, Lessor shall renew be entitled to draw the full amount of the Letter of Credit before expiration thereof without any obligation to give Lessee notice thereof, whereupon Lessor shall hold the same as a cash security deposit together with all other cash held by Lessor as a security deposit pursuant to this Article V. If Lessee fails to pay as and when due Base Rent or any other sums payable by Lessee hereunder or otherwise fails to perform any other obligation of Lessee under this Lease as and when obligated to perform the same, Lessor may draw from the Letter of Credit and maintain it use, apply or retain the proceeds therefrom to the extent (and only to the extent) applied (i) to the payment of such sum which has not been paid, or (ii) to compensate Lessor for the period ending one hundred twenty payment of any other sum which Lessor incurs or becomes obligated to spend as a result of Lessee's failure to so perform its obligations and/or Lessor's cure of such failure by Lessee, or (120iii) days after the end to compensate Lessor for any expenditures, loss or damage which Lessor may suffer thereby. The intent of the calendar year in which preceding sentence is to limit the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions amount of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew draws by Lessor against the Letter of Credit within ten to sums actually applied pursuant to clauses (10i) Business Days of its expiration, Landlord through (iii)of the preceding sentence. Lessor may draw and use, apply or retain such amounts without prejudice to any other remedy Lessor may have by reason of Lessee's failure to perform its obligations hereunder. If Lessor so draws all or any portion of the Letter of Credit, Lessee shall, within twenty (20) days after demand in writing therefor, obtain and deposit with Lessor a new letter of credit on the existing terms specified above applicable to the Letter of Credit but only in the amount of the amount so drawn, and maintain thereafter such new letter of credit together with the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord remaining undrawn balance of a substitute any one or more prior letters of credit constituting the Letter of Credit shall collectively herein be deemed the "Letter of Credit." Lessor shall not be required to keep any amounts drawn from Tenant meeting all requirements the Letter of Credit separate from its general funds, and shall not be deemed a trustee with respect to such amounts. In the event Lessor transfers its interest in this Addendum #1. The form and terms Lease, Lessee at Lessor's request shall cause a new Letter of Credit to be issued to Lessor's successor in interest in replacement of the Letter of Credit issued to Lessor, whereupon Lessor shall be reasonably acceptable no longer have any liability for the accounting therefor. At such time as Lessee demonstrates to Landlord and shall provide, among other things, in effect that:Lessor's reasonable satisfaction that its Tangible Net Worth (as defined below) exceeds

Letter of Credit. In lieu Subtenant shall have the right to replace the Security Agreement upon Sublandlord’s acceptance of providing a cash Security Depositmutually agreed upon unconditional, simultaneously with the execution of this Leaseirrevocable, Tenant may deliver to Landlord an irrevocable and transferable negotiable commercial letter of credit (a “Letter of CreditDeposit L/C”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms amount of the Letter remaining balance of CreditSublandlord’s Minimum Base Sublease Rent due under the Initial Sublease Term of the Lease, which are subject naming Sublandlord (or its designee) as beneficiary and authorizing the beneficiary to Landlorddraw on the Bank (as hereinafter defined) by the beneficiary’s reasonable consentsight draft, shall strictly comply without presentation of any other documents or authorization. Upon Sublandlord acceptance of the Deposit L/C, Sublandlord covenants to cooperate with Subtenant in terminating the provisions of this Addendum #1Security Agreement. The Letter of Credit Every Deposit L/C shall be issued by a United States bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord Sublandlord with a minimum Standard and Poor’s rating of “AA” or better (a “Bank”), shall be drawable at a Bank office in Los Angeles County, Orange County or San Diego County, California and shall providebe in a form acceptable to Sublandlord. Subtenant will cause the Deposit L/C to be replaced by a letter of credit issued by another recognized United States Bank with a minimum Standard and Poor’s rating of “AA” and otherwise reasonably acceptable to Sublandiord: (i) on demand by the Sublandlord if the issuing Bank ever fails to meet the criteria in the preceding sentence; or (ii) if Subtenant wishes to replace the Deposit L/C with a letter of credit issued by another Bank. The Sublandlord will have the immediate right to draw under the Deposit L/C for all or any portion thereof if the Deposit L/C is not, among other thingsimmediately replaced as and when required by a Bank meeting the criteria referred to above. Subtenant will be solely responsible for all costs in connection with the issuance, reissuance, assignment, modification, transfer or renewal of the Deposit L/C, The Deposit L/C shall be drawable either in effect that:partial draws or in one draw for the full amount of the Deposit L/C in accordance with Section 6.3 below. The Deposit L/C shall be transferable to Sublandlord’s successors and to Sublandlord’s lenders in connection with any financing secured by the Property (or any portion thereof) and all transfer fees shall be paid by the Subtenant.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with the Upon Tenant's execution of this Lease, Tenant may deliver shall provide an irrevocable, fully assignable, and unconditional standby letter of credit, issued by a financial institution reasonably acceptable to Landlord, with a term continuing through the date that is sixty (60) days after the Expiration Date, or, upon approval by Landlord with a term of at least one (1) year with automatic renewal provisions, drawable by Landlord upon demand, and in form and substance reasonably satisfactory to Landlord an irrevocable and transferable letter of credit (“the "Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1"). The Letter of Credit shall be issued by a bank acceptable in an amount equal to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionFive Hundred Thousand Dollars ($500,000). The Letter of Credit shall be irrevocable secure the full and faithful performance of Tenant's obligations under this Lease. Landlord may draw upon the Letter of Credit in whole or in part as provided herein. Landlord may draw upon the Letter of Credit without notice to Tenant if Tenant fails to deliver to Landlord a renewal or extension of the Letter of Credit, in substantially the same form or another form acceptable to Landlord in its sole discretion, for the period ending no a term of not less than one (1) year after at least thirty (30) days prior to the expiration date of issuancethe existing Letter of Credit. It shall be deemed reasonable for Landlord to reject a financial institution hereunder if such financial institution is not acceptable to Landlord's lender. Tenant shall renew not assign or encumber, or attempt to assign or encumber, the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expiresneither Landlord nor its successors or assigns shall be bound by any such assignment, and encumbrance, attempted assignment, or attempted encumbrance. Landlord shall provide that it is automatically renewable for the Term, unless released pursuant not be required to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days exhaust its remedies against Tenant before expiration. If Tenant fails having recourse to renew the Letter of Credit within ten (10) Business Days or any cash security held by Landlord. Recourse by Landlord to the Letter of its expirationCredit or other security shall not affect any remedies of Landlord which are provided in this Lease or which are available to Landlord in law or equity. In the event of a default by Tenant hereunder, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to in accordance with its terms. Landlord may (but shall not be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting required to) use all requirements of this Addendum #1. The form and terms or any portion of the Letter of Credit or any proceeds thereof to cure any defaults on the part of Tenant or to compensate Landlord for any damage or costs Landlord incurs by reason of a default hereunder. In such event, and upon written notice from Landlord to Tenant specifying the amount so utilized by Landlord, Tenant shall immediately deposit with Landlord cash in such amount or shall provide an amendment to the Letter of Credit to return the Letter of Credit to the full amount required under this Lease. Within sixty (60) days after expiration of the Term or earlier termination of this Lease (or such longer period of time as is needed to confirm the existence of or cost to remedy any default), provided no default is then outstanding, the Letter of Credit proceeds (if Landlord has drawn on the Letter of Credit) shall be reasonably acceptable returned to Tenant, reduced by those amounts that may be required by Landlord to remedy defaults on the part of Tenant in the payment of Rent or otherwise, to repair damages to the Premises caused by Tenant and to restore the Premises to the condition required by this Lease. Landlord shall providehave no obligation to segregate the Letter of Credit proceeds from its general funds or to pay interest thereon. If Landlord conveys or transfers its interest in the Premises, among other thingsand as a part of such conveyance or transfer, assigns its interest in effect that:this Lease, then Tenant shall take all steps necessary at Tenant's expense to transfer the Letter of Credit to Landlord's successor and Landlord shall be released and discharged from any further liability to Tenant with respect to the Letter of Credit or its proceeds. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously with At such time as Landlord acquires the execution of this LeaseLand and the Credit Termination Right expires or is waived by Landlord, Tenant may shall deliver to Landlord an irrevocable and unconditional, irrevocable, transferable letter of credit credit, in the amount of Seven Million Five Hundred Thousand Dollars ($7,500,000), issued by Bank of America NT & SA, or another financial institution reasonably acceptable to Landlord, in the form attached hereto as Exhibit ”M”, with an original term of no less than one year and automatic extensions through the end of the Term of this Lease and sixty (60) days thereafter (the “Letter of Credit”) running in favor of Landlord, with ). Tenant shall keep the Letter of Credit securing Credit,’ at its expense, in full force and effect until the sixtieth (60th) day after the Expiration Date or other termination of this Lease, to insure the faithful performance by Tenant of all of the covenants, terms and conditions of this Lease, including, without limitation, Tenant’s obligations hereunder subject to repair, replace or maintain the terms Premises and conditions set forth in the Lease. The terms of to maintain the Letter of Credit, which are subject and Tenant’s payment obligations with respect to Tenant Modifications (as defined in the Work Letter) being made by Change Order to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1construction contract. The Letter of Credit shall be issued by a bank acceptable provide thirty (30) days’ prior written notice to Landlord of cancellation or material change thereof, and shall further provide that, in Landlord’s reasonable discretion and under the supervision event of the banking commission any nonextension of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable at least thirty (30) days prior to its expiration, the entire face amount shall be payable to Landlord, and Landlord in shall hold any funds so obtained as the security deposit required under this Lease. Such funds so obtained by Landlord’s reasonable discretion, or any unused portion thereof, shall be returned to Tenant upon replacement of the Letter of Credit. If Landlord uses any portion of any cash security deposit to cure any default by Tenant hereunder, Tenant shall replenish the security deposit to the original amount within ten (10) days of notice from Landlord. Tenant’s failure to do so shall become a material default under this Lease. Landlord shall keep any cash security funds separate from its general funds, and shall invest such cash security at its cost substitute another Letter of Credit from a bank that is acceptable to Tenant’s reasonable direction, and any interest actually earned by Landlord in Landlord’s sole reasonable discretion. The Letter of Credit on such cash security shall be irrevocable paid to Tenant on a quarterly basis within ten (10) business days after receipt thereof by Landlord. If an uncured or incurable default occurs under this Lease, or if Tenant is the subject of an Insolvency. Proceeding, Landlord may present its written demand for payment of the period ending no less than one (1) year after the date entire face amount of issuance. Tenant shall renew the Letter of Credit and maintain it the funds so obtained shall be paid to, or as otherwise directed by, Landlord. Landlord may retain such funds to the extent required to compensate Landlord for the period ending one hundred twenty (120) days after the end of the calendar year damages incurred, or to reimburse Landlord as provided herein, in which the Term expiresconnection with any such default, and any remaining funds shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds be held as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:cash security deposit.

Letter of Credit. In lieu Subtenant will provide a transferable and irrevocable letter of providing a cash Security Deposit, simultaneously with credit in the amount of $284,432.58 to Global Crossing within fifteen (15) days after execution of this Sublease by all parties and the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of the Consent by Master Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall name Sublandlord as Beneficiary, and shall be issued by a bank acceptable which is subject to Landlord in Landlord’s the reasonable discretion and under approval of Sublandlord, have an expiration date not earlier than sixty (60) days after the supervision expiration date of the banking commission Sublease (or, in the alternative, have a term of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no not less than one (1) year after and be automatically renewable for additional one (1) year periods unless notice of non-renewal is given by the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty issuer to Sublandlord not later than sixty (12060) days after prior to the end of the calendar year in which the Term expires, expiration thereof) and shall provide that it is automatically renewable for the TermSublandlord may make partial and multiple draws thereunder, unless released pursuant up to the provisions of this Section or unless face amount thereof. In the issuing bank delivers event that a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew is received and Subtenant does not provide a substitute Letter of Credit, Sublandlord may tender the Letter of Credit within ten (10) Business Days and hold the proceeds as a cash security deposit in accordance with the terms of its expiration, Landlord may draw on the existing Master Lease provisions. The Letter of Credit and maintain shall provide for payment to Sublandlord upon the funds as a non-interest-bearing deposit to be returned to Tenant on issuer’s receipt by Landlord of a substitute Letter sight draft from Sublandlord together with Sublandlord’s certificate certifying that “An Event of Credit Default has occurred under the Sublease and the requested sum is due and payable from Tenant meeting all requirements of this Addendum #1Subtenant and Subtenant has failed to make such payment within the time period set forth in the Sublease”, and with no other conditions. The form and terms of If Sublandlord draws on the Letter of Credit pursuant to the terms hereof, Subtenant shall be reasonably acceptable immediately replenish the Letter of Credit or provide Sublandlord with an additional letter of credit conforming to Landlord and the requirement of this paragraph. Except upon receipt of a notice of non-renewal, Sublandlord shall provide, among other things, not draw down the Letter of Credit in effect that:an amount greater than the amount due Sublandlord arising from the default of Subtenant. 6.

Letter of Credit. In lieu If at any time that Sublessee submits a Payment Request or its quarterly financial condition is such that (i) Sublessee's market capitalization is less than $400,000,000, or (ii) the ratio of providing Sublessee's debts to the value of its tangible assets is greater than 55:100, Sublessee shall immediately post a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“the "Letter of Credit”") running equal to the amount of such Credit Facility Allowance Payment plus the then unamortized balance of the funds taken down under the Credit Facility substantially similar in favor of Landlord, with form and substance to Exhibit C annexed hereto as security for the Sublease Allowance Repayments. If for at least two consecutive quarters after Sublessee has posted the Letter of Credit securing Tenant’s obligations hereunder subject Sublessee's quarterly financial condition is such that (z) Sublessee's market capitalization is more than $400,000, AND (y) the ratio of Sublessee's debts to the terms and conditions set forth in the Lease. The terms value of its tangible assets is less than 35:100, Sublessee may terminate the Letter of Credit. If at any time thereafter Sublessee's quarterly financial condition is such that (i) Sublessee's market capitalization is less than $400,000,000 or (ii) the ratio of Sublessee's debts to the value of its tangible assets is greater than 55: 100, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The then a new Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporationposted. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that Sublease Allowance Repayment is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit not paid within ten (10) Business Days of days after written notice that such payment is overdue, Sublessor may, at its expirationdiscretion, Landlord may draw on notify the existing Letter of Credit and maintain issuing bank in accordance with the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit and thereupon receive that portion of the monies represented by the Letter of Credit to the extent required for the payment of such overdue Sublease Allowance Repayment(s). Sublessor may then use, apply or retain such monies to the extent required for payment of the overdue Sublease Allowance Repayments and Sublessor shall be reasonably acceptable forthwith restore the amount of the Letter of Credit so applied to Landlord and shall provide, among other things, in effect that:the amount required under this Article.

Letter of Credit. In lieu of providing a making cash Security Depositdeposits into the Replacement Reserve Account, simultaneously with the execution Borrower may, as security for its obligations under Section 4.05 of this LeaseLoan Agreement, Tenant may deliver to Landlord Lender on the Closing Date an irrevocable and transferable letter of credit (payable on sight draft) in an amount equal to One Hundred Nine Thousand Two Hundred Fifty and no/100 dollars ($109,250.00) (“Letter of Credit”) running in favor of Landlord), with naming Lender as the sole beneficiary thereof. The Letter of Credit securing Tenant’s obligations hereunder subject shall: (a) be perpetual or for a term of one year with automatic renewals unless Lender receives written notice of non-renewal from the issuing financial institution at least sixty (60) days prior to the terms expiration of the then current Letter of Credit; (b) be issued by a domestic financial institution that is not an Affiliate of Borrower and conditions set forth in that has a long-term senior debt rating by S&P of not less than “AA” or such other credit rating as is acceptable to Lender; (c) permit full or partial draws without condition or charge to the Lease. The terms beneficiary of the Letter of Credit; (d) be freely transferable by the beneficiary of the Letter of Credit (and each successor as beneficiary) without restriction or charge and (e) otherwise be acceptable to Lender in all respects. If Borrower elects, which are subject in lieu of making deposits to Landlord’s reasonable consent, the Replacement Reserve Account to deliver to Lender a Letter of Credit. Borrower shall strictly comply with cause the provisions Letter of this Addendum #1Credit to remain valid and effective at all times while the Loan is outstanding plus an additional thirty (30) days following the full payment of the Loan unless and to the extent the Letter of Credit is drawn upon by Lender and paid in the amount of such draw. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion effective and under the supervision delivered as of the banking commission of Closing Date. Lender shall have the State of California right to draw in full or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues in part upon the Letter of Credit becomes unacceptable Credit, without notice to Landlord in Landlord’s reasonable discretionBorrower: (i) upon the occurrence of an Event of Default; (ii) if Lender has not received, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than least thirty (30) days before expiration. If Tenant prior to the date on which the then outstanding Letter of Credit is scheduled to expire, a renewal or replacement Letter of Credit that satisfies all requirements of this Section 6.08 and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (iii) upon a transfer of the Loan by Lender (within the meaning of Article 15 hereof) to another party (“Transferee”), Lender or is Transferee has not been delivered within ten (10) days of Lender’s notice of such transfer, for any reason, either an endorsement to any Letter of Credit by the issuing financial institution evidencing Transferee as the new beneficiary thereunder or a substitute Letter of Credit naming Transferee as beneficiary thereunder and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (iv) if Borrower fails to renew cooperate in any manner deemed appropriate or advisable by Lender in order for Lender to obtain an endorsement or substitute Letter of Credit and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; (v) if Borrower fails to pay any transfer fee due in connection with transferring the Letter of Credit to the Transferee and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05; or (vi) if Lender has not received within ten (10) Business Days of its expiration, Landlord may draw on the existing earlier of (A) Lender’s notice to Borrower that the financial institution issuing the Letter of Credit and maintain ceases to meet the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute rating requirement set forth in this Section 6.08, or (B) Borrower finding out that the financial institution issuing the Letter of Credit from Tenant meeting ceases to meet the rating requirement set forth in this Section 6.08, a replacement Letter of Credit that satisfies all requirements of this Addendum #1Section 6.08 and Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to deposit pursuant to Section 4.05. The form Lender shall be entitled to charge Borrower a reasonable processing fee for administering and terms reviewing any renewal, replacement or release of the Letter of Credit shall be reasonably acceptable which Borrower is required to Landlord provide pursuant to this Loan Agreement and shall provide, among other things, in effect that:Borrower has not deposited into the Replacement Reserve Account the amounts that Borrower is obligated to have on deposit pursuant to Section 4.05.

Letter of Credit. In lieu of providing At all times while the Bonds are Outstanding, the Borrower shall cause a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running Credit to be in favor of Landlordeffect. On the Closing Date, with in order to commence the Letter of Credit securing Tenant’s obligations hereunder subject Period, the Borrower shall deliver to the terms and conditions set forth in Trustee a Letter of Credit having a stated expiration date no earlier than June 10, 2006. Thereafter, any replacement Letter of Credit must be delivered to the Lease. The terms Trustee on or before a date which is at least 40 days prior to the stated expiration date of the Letter of CreditCredit being replaced and having an effective date no later than June 1 in the year in which it is delivered and an expiration date which is the earlier of June 10 in the next succeeding year or June 10, which are subject 2011. Any Letter of Credit shall be an irrevocable Letter of Credit or other irrevocable and unconditional credit facility, and it shall permit drawings thereunder by the Trustee in accordance with the Indenture of amounts not less than (i) the aggregate principal amount of the Bonds outstanding and (ii) sixty-two (62) days interest (at an assumed rate of 10% per annum) on the Bonds Outstanding. On or before the date of delivery of any replacement Letter of Credit to Landlord’s reasonable consentthe Trustee, the Borrower shall strictly comply cause to be delivered to the Trustee (i) an Opinion of Counsel stating that the delivery of the Letter of Credit to the Trustee is authorized under and complies in all respects with the provisions of this Addendum #1. The Letter Agreement and the Indenture, (ii) an Opinion of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank Counsel stating that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretionconstitutes a legal, Tenant shall at its cost substitute another valid and binding obligation of the Letter of Credit from a bank that Issuer to pay the amounts provided therein and is acceptable enforceable in accordance with its terms, subject to Landlord in Landlord’s sole reasonable discretion. The customary exceptions and qualifications, and (iii) if delivery of the Letter of Credit shall be irrevocable for will commence a Rated Period, or if a replacement Letter of Credit is being delivered during a Rated Period, written evidence that the period ending no less than one (1) year after the date Rating Agency has received a true copy of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for will not, by itself, result in a rating on the Term, unless released pursuant to Bonds lower than the provisions of this Section or unless Rating Agency's prevailing rating on the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew Bonds at the time such replacement Letter of Credit within ten is delivered to the Trustee, or (10iv) Business Days of its expirationif not commencing or during a Rated Period, Landlord may draw on written evidence satisfactory to the existing Trustee that the proposed Letter of Credit and maintain Issuer has a rating by a Rating Agency of either its long-term or short-term senior debt obligations at least equal to the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms corresponding rating of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:Issuer whose Letter of Credit is then outstanding.

Letter of Credit. In lieu of providing a cash Security DepositParticipations The Issuing Bank irrevocably grants, simultaneously with and in order to induce the execution of this Lease, Tenant may deliver Issuing Bank to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the Letter issue its Letters of Credit securing Tenant’s obligations hereunder subject to hereunder, each Lender irrevocably accepts and hereby purchases for its own account and risk from the Issuing Bank, on the terms and conditions set forth hereinafter stated, an undivided interest equal to such Lender’s Participation in the Lease. The terms of the Letter of Credit, which are subject to LandlordIssuing Bank’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The obligations and rights under each Letter of Credit shall be issued hereunder and the amount of each draft paid by a bank acceptable to Landlord in Landlord’s reasonable discretion the Issuing Bank thereunder. Each Lender unconditionally and under irrevocably agrees with the supervision Issuing Bank that, on or before the close of business of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Issuing Bank, on each day on which a draft is paid under a Letter of Credit becomes unacceptable for which the Issuing Bank is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, including, without limitation, pursuant to Landlord Section 9.8.1 (a “Participation Date”), such Lender will pay to the Agent for the account of the Issuing Bank at the Agent’s office specified in LandlordSection 10.1 such Lender’s reasonable discretionParticipation of any unpaid Reimbursement Obligation. This obligation of each Lender is unconditional and, Tenant for greater certainty, shall at its cost substitute another Letter apply both before and after the occurrence of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretionany Default or Event of Default, both before and after the Maturity Date and both before and after the termination or cancellation of the Total Commitment. The Letter Issuing Bank shall notify the Agent and each Lender of Credit the occurrence of a Participation Date, and the amount payable by it to the Issuing Bank based on such Lender’s Participation. Any such notice may be oral if promptly confirmed in writing (including telecopy). If any Lender fails to make any such payment on or prior to the first Banking Day after such Lender receives notice as provided above, then interest shall accrue on such Lender’s obligation to make such payment during the period from such Banking Day to the day such Lender makes such payment (or if earlier, the date on which the Borrower reimburses the Issuing Bank for such unpaid Reimbursement Obligation) at the rate specified in Section 6.1 of the Provisions; such interest shall be irrevocable for the period ending no less than one (1) year after the date of issuancepayable by such Lender. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:9.3

Letter of Credit. In lieu If Subtenant elects to deliver the Security Deposit in the form of providing a cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable letter of credit (“Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to shall have an expiration date no earlier than the terms and conditions set forth in the Lease. The terms first anniversary of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant issuance thereof and shall renew be automatically renewed from year to year unless terminated by the Letter of Credit and maintain it for the period ending one hundred twenty issuer thereof by notice to Sublandlord given not less than forty-five (12045) days after prior to the end expiration thereof. Subtenant shall, throughout the Term of this Sublease, deliver to Sublandlord, in the event of the calendar year termination of any such letter of credit, replacement letters of credit in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal lieu thereof no later than thirty (30) days before expirationprior to the expiration date of the preceding Letter of Credit. The term of each such Letter of Credit shall be not less than one year and shall be automatically renewable from year to year as aforesaid. Notwithstanding the foregoing, if Sublandlord shall elect, in its sole discretion, to accept a Letter of Credit which is subject to a final expiration date, Subtenant shall deliver a replacement of or amendment to such Letter of Credit no later than thirty (30) days prior to such final expiration date, and the final Letter of Credit delivered to Sublandlord pursuant to this Section 7 shall have a final expiration date occurring not earlier than sixty (60) days following the expiration date of this Sublease. If Tenant fails Subtenant shall fail to renew the obtain any replacement of or amendment to a Letter of Credit within ten (10) Business Days any of the applicable time limits set forth in this Section 7, Subtenant shall be in default of its expirationobligations under this Section 7 immediately and without need for any additional notice or cure period, Landlord may and Sublandlord shall have the right (but not the obligation), at its option, to draw on down the full amount of the existing Letter of Credit and maintain use, apply and retain the funds same as a non-interest-bearing deposit security, and notwithstanding such draw by Sublandlord, Sublandlord shall have the right (but not the obligation), at its option, to be returned give written notice to Tenant on receipt Subtenant stating that such failure by Landlord Subtenant to deliver such replacement of a substitute or amendment to the Letter of Credit from Tenant meeting all requirements constitutes a continuing default by Subtenant of its obligations under this Section 7, and in the event that Subtenant shall not have delivered such replacement or amendment to Sublandlord within fifteen (15) business days after Subtenant’s receipt of such notice, Sublandlord may give to Subtenant a notice of intention to end the Term of this Addendum #1Sublease at the expiration of five (5) days from the date of the service of such notice of intention, and upon the expiration of said five (5) days, this Sublease and the term and estate hereby granted, whether or not the Term shall theretofore have commenced, shall terminate with the same effect as if that day was the day herein definitely fixed for the end and expiration of this Sublease, but Subtenant shall remain liable for damages as provided in Section 15 hereof. The form Upon delivery to Sublandlord of any such replacement of or amendment to the Letter of Credit within the fifteen (15) business day period described in the preceding sentence, such default shall be deemed cured and terms Sublandlord shall return to Subtenant the proceeds of the Letter of Credit shall be reasonably acceptable which had been drawn by Sublandlord pursuant to Landlord and shall provide, among other things, in effect that:the preceding sentence (or any balance thereof to which Subtenant is entitled).

Letter of Credit. In lieu of providing a cash Security DepositNo later than November 1, simultaneously with the execution of this Lease1996, Tenant may deliver to will provide Landlord with an unconditional irrevocable and transferable standby letter of credit made payable to Landlord and available for drawing in San Francisco, California on a sight draft and Xxxxxxxx's certificate stating that Xxxxxxxx is entitled to draw on the letter of credit, in a form substantially similar to the form attached to this Lease as Exhibit C. The letter of credit shall be in the initial amount of $3,000,000 as security for payment of all amounts payable by Tenant under the Lease and the Workletter (“the "Letter of Credit”) running in favor of Landlord"). Except as otherwise provided herein, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent(as it may be renewed or replaced), shall strictly comply with must stay in effect beginning on November 1, 1996 and continuing throughout the provisions Term of this Addendum #1Lease, including renewal terms. The Letter of Credit shall be renewed annually, and must be issued by a bank reasonably acceptable to Landlord. The bank issuing the letter of credit must be required to give Landlord in Landlord’s reasonable discretion and under at least thirty (30) days prior written notice of intent not to renew the supervision letter of credit each year. In the event of the banking commission receipt of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretionsuch notice, Tenant shall at its cost substitute another Letter must either provide a replacement letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than credit one (1) year after week prior to the date commencement of issuancethe last full week (7 day period) prior to the expiration of the then current letter of credit, or Landlord shall be authorized to draw on the letter of credit in full and to hold the funds in Landlord's name, in a separate interest bearing account, as a security deposit, subject to the provisions below concerning the use and return of funds held as a security deposit. All interest earned on such funds shall be maintained in such interest bearing account and shall be paid to Tenant shall renew at the expiration or sooner termination of this Lease. At Tenant's option, Tenant may instruct Landlord to invest such funds in an conservative manner selected by Tenant which will allow Landlord reasonable access to such funds, but will provide a higher rate of return than an interest bearing account. All of the provisions herein concerning relief from the obligation to maintain the Letter of Credit and maintain it for to reduce the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms amount of the Letter of Credit shall apply to such funds held by Landlord. If the requirement of the Letter of Credit would be waived, Landlord shall return such funds and all interest earned thereon to Tenant. If the requirement for the amount of the Letter of Credit would be reduced, Landlord shall return that portion of the funds to Tenant which is equal to the amount of such reduction each time such reduction would occur. Tenant shall execute and deliver, or cause to be executed and delivered, any documents reasonably acceptable required in connection with the acquisition of this letter of credit. Landlord shall be entitled to draw on the Letter of credit i) only in the amount necessary to cure an Event of Default with respect to the payment of an amount payable to Landlord by Xxxxxx (including late charges and interest as provided herein) under the Lease, or ii) to fund the completion of Tenant's Work, including any excess costs and damages suffered as a result of Tenant's failure to complete Xxxxxx's Work. Any amount drawn down by Landlord not utilized to cure the Event of Default in question shall providebe held by Landlord as a security deposit (and returned to Tenant at the expiration or sooner termination of the Lease, among less any amount required to cure a then-existing Event of Default with respect to the payment of any amount payable to Landlord by Tenant under the Lease, including any amounts properly applicable to repair of the Premises at the end or early termination of the Lease) or, at Tenant's option, shall be deemed credited to Xxxxxx's obligation to pay rent (which credit shall be binding upon any lender or transferee of Landlord's interest). Tenant shall replenish the Letter of Credit to its initial amount following any draw on the Letter of Credit by Landlord in accordance with this Paragraph and the terms and conditions of the Letter of Credit. In the event of any partial draw under the letter of credit, Tenant shall, within thirty (30) days thereafter, either cause the amount available for draw thereunder to be returned to the full amount, and if Tenant fails to so, such failure shall be an Event of Default and Landlord may terminate this Lease and draw on the letter of credit and/or exercise its other thingsRemedies. Tenant shall be responsible for Landlord's damages caused by such default. In the event that Tenant achieves a Standard and Poor's investment grade rating of BBB or better during the term, as it may be extended, of the Lease, this Letter of Credit requirement shall be deemed waived. In the event that Tenant exercises its option to extend the term of the Lease, and the amount of the Letter of Credit has been reduced in effect that:accordance with the last paragraph of this section 6, then the Letter of Credit shall be adjusted (or replaced with a new Letter of Credit) to provide for recourse in the original amount of Three Million Dollars ($3,000,000,00). During the last eighteen (18) months of the then-current term of the Lease (including any extension term), if Tenant has not exercised an option to extend the then current term. Tenant shall have the right to reduce the amount of the Letter of Credit from time to time so long as the amount of the Letter of Credit is not reduced below an amount necessary to pay the greater of i) any rent due under this Lease for the term remaining at the time of any such reduction, or ii) three (3) months' rent.

Letter of Credit. In lieu If the Construction Security for the Alterations is a letter of providing a cash Security Depositcredit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable following shall apply: The letter of credit (the “Alterations Letter of Credit”) running shall be a clean, irrevocable, standby letter of credit issued in favor of Landlord and shall meet all of the following requirements: Such letter of credit shall be in an amount (the “Alterations LC Amount”) equal to 125% of the reasonably estimated cost of constructing the Alterations, including but not limited to the costs of labor and materials, interest on any funds borrowed to finance such construction (if any), all other financing costs, professional fees, and expenses of complying with all applicable Legal Requirements; shall be issued by a Bank at which the letter of credit may be presented for payment; shall be transferable one or more times without payment of any fee; shall be payable in whole or in partial drawings; shall be payable upon presentation of the original letter of credit and a sight draft in form reasonably acceptable to Landlord, with the Letter form of Credit securing Tenant’s obligations hereunder subject sight draft annexed to the terms letter of credit; shall have an initial term that shall expire not less than six (6) months after the reasonably estimated date of completion of the Alterations, and conditions set forth shall automatically renew without amendment for consecutive periods equal in duration to the Leaseinitial term unless the Bank gives Landlord notice of non-renewal (a “Non-Renewal Notice”) by certified or registered mail, return receipt requested, at least 60 days before the then expiration date of the letter of credit; shall be governed by ISP 98; and shall be otherwise in form and substance reasonably satisfactory to Landlord. The terms final expiration date of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Alterations Letter of Credit shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under the supervision later of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than (a) one (1) year after issuance of such letter of credit, and (b) one (1) year following the reasonably estimated completion date of issuancethe Alterations. Tenant shall renew furnish to Landlord, together with the draft Alterations Letter of Credit, evidence of the reasonably estimated cost of construction. Landlord may draw on such Alterations Letter of Credit if (i) this Lease is terminated by reason of Tenant’s default; or (ii) any mechanics lien is filed against the Premises that is not discharged within 30 days after Tenant is given notice thereof, or (iii) Tenant fails to complete the Alterations in accordance with the provisions of this Lease, or (iv) Landlord receives notice from the Bank that it is not renewing the Alterations Letter of Credit and maintain it the conditions described in Subparagraph (4) below have not been met. All costs incurred by Landlord in seeking to draw on the Alterations Letter of Credit, including reasonable attorneys’ fees in connection with any litigation relating to the Alterations Letter of Credit, shall be payable by Tenant to Landlord as Additional Rent. The proceeds of the Alterations Letter of Credit may be applied against (x) any Rent due Landlord and (y) any damages incurred by Landlord by reason of Tenant’s breach of this Lease, and (z) the cost of completing the Alterations. If Landlord, at any time or from time to time, reasonably requests an amendment of the Alterations Letter of Credit (for example, to change the period ending one hundred twenty Landlord’s address for notices), Tenant promptly shall cause the Alterations Letter of Credit to be so amended. If the Alterations Letter of Credit is lost, stolen, or mutilated, Tenant shall cooperate with Landlord, promptly upon Landlord’s request, to replace such Alterations Letter of Credit. If Landlord draws on the Alterations Letter of Credit, Tenant shall, within five (1205) days after demand by Landlord, deliver to Landlord an additional letter of credit meeting the end requirements of this Section or amend the existing Alterations Letter of Credit so that, at all times, the amount of the calendar year in which Alterations Letter of Credit held by Xxxxxxxx, together with any Alterations Letter of Credit proceeds held by Landlord not yet applied to any default by Xxxxxx, equals the Term expiresAlterations LC Amount. Upon Tenant’s request, Xxxxxxxx shall return the Alterations Letter of Credit to Tenant for cancellation or termination (as the case may be), and shall provide reasonably cooperate with Tenant to effect such cancellation or termination, after all of the following conditions have been met: (i) the Alterations have been Substantially Completed, and (ii) no mechanics liens have been filed against the Premises that it have not been discharged of record, and (iii) Tenant is automatically renewable not in default of this Lease. If Landlord sells or otherwise transfers the Land and Landlord’s interest in this Lease, Landlord may transfer the Construction Security to the vendee or transferee. Upon such transfer, Landlord shall be released by Tenant from all liability for the Termreturn of the Construction Security, unless released pursuant and Tenant shall look solely to the new landlord for the return of the Construction Security. To the extent reasonably necessary, and without violating applicable Law, Landlord shall, at no out-of-pocket expense to Landlord, cooperate with Tenant in Tenant's efforts to obtain the required permits, approvals, and authorizations for the construction of the Alterations and the operation of the Improvements in accordance with the provisions of this Section Lease, including by joining in applications for building permits, subdivision plat approvals, certificates of dedication, public works or unless other agreements, utility easements, permits for sewer, water and other utility services, and the issuing bank delivers dedication to the applicable governmental authorities of such title to or easements for utility, roadway and slope or storm drainage areas or facilities as are reasonably necessary or desirable. At all times during the Term, the Facility, all other Improvements, all Alterations, and all Personal Property acquired (or leased) by Tenant or Tenant’s Affiliates shall be the property of Tenant, but shall remain on the Premises except as hereinafter provided. During the Term, Tenant alone shall be entitled to all of the tax attributes of ownership of the Facility, all other Improvements, all Alterations and all Personal Property acquired (or leased) by Tenant or Tenant’s Affiliates, including, without limitation, the right to claim depreciation or cost recovery deductions. Upon the expiration or sooner termination of the Term, the Facility, all other Improvements, all Alterations, and all Personal Property acquired (or leased) by Tenant or Tenant’s Affiliates shall become the sole property of Landlord at no cost to Landlord, free and clear of all liens, leases and encumbrances and in good condition, subject only to reasonable wear and tear, except that Tenant may remove from the Premises at the Expiration Date any of Tenant’s Personal Property that is moveable, but any damage caused by such removal shall be repaired by Tenant in a notice good and workmanlike manner. Notwithstanding the foregoing, Tenant may replace any fixtures, machinery, equipment and Personal Property from time to time, provided such replacements are new and of non-renewal no later than quality and utility at least equal to the fixtures, machinery, equipment and Personal Property being replaced. Any such replacements shall remain on the Premises and become the property of Landlord at the expiration or sooner termination of this Lease as provided above. Tenant shall deliver to Landlord, upon request, copies of the “as built” plans for all buildings, including the Facility, constructed on the Premises and all material Alterations (including replacements of or material Alterations to building systems, structural alterations to the structural elements of the buildings, and additions to the buildings), including CAD drawings, and any temporary or permanent certificate of occupancy issued with respect to such buildings. Landlord, its architects, engineers and representatives shall have the right to inspect the Land and the Improvements (to the extent then constructed) from time to time during the construction of the Facility and any Alterations. Tenant shall keep the Premises and this Lease free from any lien or other encumbrance filed or recorded in favor of any mechanic, materialman, architect or engineer and free from any similar lien or encumbrance with respect to work, material or services alleged to have been performed for Xxxxxx. If any such lien or encumbrance is filed or recorded, Tenant shall discharge any such lien or encumbrance by bond or otherwise within thirty (30) days before expirationafter Tenant receives notice of such lien or encumbrance. If Tenant fails to renew the Letter of Credit discharge such lien or encumbrance within ten such thirty (1030) Business Days of its expirationday period, Landlord may draw pay the amount reflected on such lien or encumbrance (or any portion thereof) and any costs, interest, and/or penalties imposed in connection therewith or take such other action as Landlord deems necessary or desirable to remove such lien or encumbrance, without being responsible for investigating the existing Letter of Credit validity thereof and maintain the funds as a non-interest-bearing deposit without regard to be returned to Tenant on receipt any objection by Tenant. The amount so paid and costs incurred by Landlord of a substitute Letter of Credit from shall be deemed Additional Rent under this Lease payable within thirty (30) days after Tenant meeting all requirements of is billed therefor. Nothing in this Addendum #1. The form and terms Lease shall be deemed in any way to: (a) constitute Landlord's consent or request, express or implied, that any contractor, subcontractor, laborer or materialman provide any labor or materials for any alteration, addition, improvement or repair of the Letter of Credit shall be reasonably acceptable Premises; or (b) evidence Landlord's agreement to Landlord and shall provide, among other things, in effect that:subject the Premises to any such lien.

Letter of Credit. In lieu 4.1Pursuant to the terms of providing a cash Security DepositSection II., simultaneously with LETTER OF CREDIT of EXHIBIT F, “ADDITIONAL PROVISIONS” of the Original Lease, within sixty (60) days after mutual execution and delivery of this LeaseSecond Amendment, Tenant may shall deliver to Landlord a Letter of Credit (defined in Section II.A of Exhibit F of the Original Lease) in the amount of $2,000,000.00 (“LC Amount”). Such Letter of Credit is to be provided by way of either: (i) an irrevocable and transferable amendment to the existing letter of credit currently held by Landlord under the Current Lease in the amount of $210,848.62 (the “Existing Letter of Credit”), or (ii) running in favor of Landlord, with the a new Letter of Credit securing Tenant’s obligations hereunder subject to the terms and conditions set forth in the Lease. The terms substitution of the Existing Letter of Credit, which are subject . If Tenant elects to Landlord’s reasonable consent, shall strictly comply with the provisions of satisfy its obligations under this Addendum #1. The Section 4 by providing a new Letter of Credit in the amount of $2,000,000.00, Landlord shall be issued by a bank acceptable to Landlord in Landlord’s reasonable discretion and under return the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Existing Letter of Credit becomes unacceptable to Landlord in Tenant within 5 Business Days after Landlord’s reasonable discretionreceipt of such new Letter of Credit. Notwithstanding anything to the contrary herein or in the Current Lease, if the LC Reductions Conditions (as defined below) are satisfied, Tenant shall at its cost substitute another Letter may reduce the LC Amount so that the reduced LC Amount will be as follows (I) $1,340,000.00 effective as of Credit from the first day of the 43rd full calendar month of the Substitution Term, and (II) $680,000.00 effective as of the first day of the 85th full calendar month of the Substitution Term; provided, however, if Tenant is not entitled to reduce the LC Amount as of a bank that particular reduction effective date due to Tenant’s failure to satisfy the LC Reduction Conditions described above, then any subsequent reduction(s) Tenant is acceptable entitled to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit hereunder shall be irrevocable for reduced by the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end amount of the calendar year in which reduction Tenant would have been entitled to had Tenant satisfied the Term expiresLC Reduction Conditions necessary for such earlier reduction. As used herein, and shall provide that it is automatically renewable for the Term, unless released pursuant to the provisions of this Section or unless the issuing bank delivers a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew the Letter of Credit within ten (10) Business Days of its expiration, Landlord may draw on the existing Letter of Credit and maintain the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements of this Addendum #1. The form and terms of the Letter of Credit shall be reasonably acceptable to Landlord and shall provide, among other things, in effect that:“

Letter of Credit. In lieu of providing a the cash Security Deposit, simultaneously with the execution of this Lease, Tenant may deliver to Landlord an irrevocable and transferable a clean, unconditional, irrevocable, transferable, fully cash-collateralized letter of credit in lieu of cash for the Security Deposit (the “Letter of Credit”) running in favor of Landlord, with the Letter of Credit securing Tenant’s obligations hereunder subject to the terms form and conditions set forth in the Lease. The terms of the Letter of Credit, which are subject to Landlord’s reasonable consent, shall strictly comply with the provisions of this Addendum #1. The Letter of Credit shall be issued by a bank acceptable financial institution (“Issuer”) satisfactory to Landlord in Landlord’s reasonable discretion and under the supervision of the banking commission of the State of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues the Letter of Credit becomes unacceptable to Landlord in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall permit partial draws, and provide that draws thereunder will be irrevocable for the honored upon presentation by Landlord without conditions at at location in Santa Xxxxx County. The Letter of Credit shall have an expiration period ending no less than of one (1) year but shall automatically renew by its terms unless affirmatively cancelled by either Issuer or Tenant, in which case Issuer must provide Landlord 30 days’ prior written notice of such expiration or cancellation. The Letter of Credit shall remain in effect, whether through replacement, renewal or extension, until ninety (90) days after the date of issuanceLease Expiration Date. Tenant shall renew Any amount drawn under the Letter of Credit and maintain it not utilized by Landlord for the period ending one hundred twenty purposes permitted by this Lease shall be held as a Security Deposit. If the Tenant fails to renew or replace the Letter of Credit as required under this Lease at least thirty (12030) days after before its stated expiration date, Landlord may draw upon the end entire amount of the calendar year in which Letter of Credit. The preceding to the Term expirescontrary notwithstanding, and shall provide that it is automatically renewable for the Termif Tenant provides a new, unless released replacement or substitute Letter of Credit pursuant to the provisions terms of this Section Paragraph 5.2, then the amount of such new, replacement or unless substitute Letter of Credit shall be equal to the full amount of the Security Deposit required hereunder less the amounts, if any, drawn by Landlord under any Letter of Credit provided by Tenant to Landlord which were not used by Landlord to cure any then existing default by Tenant hereunder or to reimburse Landlord for any damage or loss caused by any such default (to the extent recoverable under the terms of this Lease) (and which unapplied amounts so drawn by Landlord shall continue to be held by Landlord pursuant to the terms of this Paragraph 5.2). No fees applicable to the Letter of Credit shall be charged to Landlord. The Letter of Credit shall provide, among other things, that (i) Landlord or its then managing agent or member or Lender shall have a right to draw down an amount up to the face amount of the Letter of Credit upon presentation to the issuing bank delivers of Landlord’s (or its then managing agent’s or member’s or Lender’s) statement certifying that Tenant is in breach or default under this Lease and has failed to cure such breach or default within any cure or grace period applicable thereto and that Landlord (or its successor or assign) is entitled to draw on the Letter of Credit pursuant to this Paragraph 5.2, it being understood that if Landlord or its then managing agent is a notice 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 (ii) the Letter of non-renewal no Credit will be honored by the issuer without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of the statement. If Tenant breaches or fails to perform any obligation or covenant under or of this Lease, including, but not limited to, the payment of monthly Rent or Additional Rent, and such failure remains uncured following expiration of the cure and/or grace period applicable thereto hereunder, Landlord may (but shall not be required to) draw upon all or any part of the Letter of Credit and use, apply, or retain all or any part of the cash proceeds thereof for the payment of any sums in default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default (to the extent recoverable under the terms of this Lease). If Landlord draws upon all or any portion of the Letter of Credit for the foregoing purposes, Tenant shall, within five (5) business days after written demand therefor, deliver a new Letter of Credit (in a form and issued by an issuer meeting the requirements above) in an amount equal to the full amount required hereunder less the amounts, if any, drawn by Landlord under the Letter of Credit which were not used by Landlord to cure any then existing default by Tenant hereunder or to reimburse Landlord for any damage or loss caused by any such default (to the extent recoverable under the terms of this Lease) (and which unapplied amounts so drawn by Landlord shall continue to be held by Landlord pursuant to the terms of this Paragraph 5.2). Concurrently with Tenant’s delivery of any such new Letter of Credit, Landlord shall return for cancellation the original of the Letter of Credit then held by Landlord (as theretofore endorsed to reflect any drawings thereunder). Tenant’s failure to timely deliver such new Letter of Credit shall be a Default by Tenant (or default) under the Lease and shall entitle Landlord to draw upon the balance of the Letter of Credit in full and retain the cash proceeds thereof in accordance with this Paragraph 5.2. Landlord shall not be required to keep any such amount separate from its general funds and Tenant shall not be entitled to interest on such funds. So long as Tenant is not in default at the expiration or termination of this Lease, the Letter of Credit, and/or any cash proceeds thereof, shall be returned to Tenant (or any assignee of Tenant), not later than thirty (30) days before expiration. If after Tenant fails has vacated the Premises, provided that subsequent to renew the expiration or earlier termination of this Lease, Landlord may draw upon the Letter of Credit within ten (10) Business Days of its expirationand retain therefrom sums in default by Tenant under this Lease, and/or amounts to compensate Landlord for any other loss or damage which Landlord may draw on suffer by reason of Tenant’s default (to the existing Letter of Credit and maintain extent recoverable under the funds as a non-interest-bearing deposit to be returned to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements terms of this Addendum #1Lease), including, without limitation, (a) any and all amounts permitted by California Civil Code Section 1950.7, and (b) such sums as Landlord reasonably estimates will thereafter become due by reason of Tenant’s default, if any, under this Lease. The form Landlord and Tenant hereby agree that Landlord may, in addition, claim (to the extent recoverable under the terms of this Lease) those sums necessary to compensate Landlord for any other foreseeable or unforeseeable loss or damage caused by the Letter act or omission of Credit shall be Tenant or Tenant’s officers, members, partners, agents, employees, independent contractors or invitees or the default of Tenant under this Lease (in each case to the extent recoverable under the terms of this Lease). Without limiting the terms and provisions of this Paragraph 5.2, Tenant hereby waives the provisions of California Civil Code § 1950.7, and all other provisions of law now or hereafter in force, that provide that Landlord may claim from a security deposit only those sums reasonably acceptable necessary to Landlord and shall provideremedy defaults in the payment of rent, among other thingsto repair damage caused by Tenant, in effect that:or to clean the Premises.

Letter of Credit. In lieu of providing a cash Security Deposit, simultaneously Contemporaneously with the execution of this Lease, Tenant may deliver shall provide to Landlord Landlord, at Tenant’s sole cost and expense, an irrevocable and transferable standby letter of credit in the amount set forth in the Basic Lease Information, in form and substance reasonably satisfactory to Landlord and issued by a bank that is reasonably satisfactory to Landlord (including replacements thereof permitted hereunder, the “Letter of Credit”). The Letter of Credit shall: (1) running name Landlord as beneficiary; (2) allow Landlord to make partial and multiple draws thereunder up to the face amount, as determined by Landlord; (3) 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 to the issuing bank; and (4) provide that Landlord can freely transfer it upon an assignment or other transfer of its interest in favor this Lease to the assignee or transferee, without charge to Landlord and without recourse, and without having to obtain the consent of Landlord, with Tenant or the issuing bank. Landlord shall be entitled to draw upon the Letter of Credit securing Tenant’s obligations hereunder subject to in accordance with this paragraph or at any time within thirty (30) days of the terms and conditions set forth in the Lease. The terms expiration date of the Letter of Credit, which are subject unless Tenant shall have delivered to Landlord a replacement Letter of Credit meeting the requirements of this Section 6(b) and with an expiration date not less than twelve (12) months after the date of delivery. The Letter of Credit (or a replacement thereof satisfactory to Landlord’s reasonable consent, ) shall strictly comply with remain in effect until the provisions expiration or the sooner termination of this Addendum #1Lease. The Letter of Credit shall be issued held by a bank acceptable to Landlord in Landlord’s reasonable discretion and under as credit enhancement for the supervision performance by Tenant of the banking commission terms of this Lease to be performed by Tenant. Landlord may (but shall not be obligated to) use, apply or retain all or any portion of the State proceeds of California or the Federal Deposit Insurance Corporation. If the credit of the bank that originally issues a draw under the Letter of Credit becomes unacceptable as are reasonably necessary for the following purposes: (i) to remedy any Event of Default involving Tenant’s failure to pay Basic Rent or Additional Rent or a late charge or interest on defaulted rent, or any other monetary payment obligation of Tenant under this Lease (as the same may be amended from time to time); (ii) to repair damage to the Premises caused or permitted to occur by Tenant; (iii) to clean and restore and repair the Premises following their surrender to Landlord if not surrendered in Landlord’s reasonable discretion, Tenant shall at its cost substitute another Letter of Credit from a bank that is acceptable to Landlord in Landlord’s sole reasonable discretion. The Letter of Credit shall be irrevocable for the period ending no less than one (1) year after the date of issuance. Tenant shall renew the Letter of Credit and maintain it for the period ending one hundred twenty (120) days after the end of the calendar year in which the Term expires, and shall provide that it is automatically renewable for the Term, unless released condition required pursuant to the provisions of this Section 22, and (iv) to remedy any other Event of Default to the extent permitted by Law including, without limitation, paying in full on Tenant’s behalf any sums claimed by materialmen or unless contractors of Tenant to be owing to them by Tenant for work done or improvements made at Tenant’s request to the issuing bank delivers Premises and paying damages payable under California Civil Code section 1951.2. To the extent inconsistent with the foregoing, Tenant hereby waives any restriction on the uses to which the proceeds of a notice of non-renewal no later than thirty (30) days before expiration. If Tenant fails to renew draw under the Letter of Credit may be applied as contained in Section 1950.7(c) of the California Civil Code and/or any successor statute, if applicable. Tenant specifically grants to Landlord (and Tenant hereby waives the provisions of California Civil Code Section 1950.7 to the contrary) a period of ninety (90) days following a surrender of the Premises by Tenant to Landlord within which to inspect the Premises, make required restorations and repairs, receive and verify workmen’s xxxxxxxx therefor, and prepare a final accounting with respect to the Letter of Credit. If Landlord so uses or applies all or any portion of the proceeds of a draw under the Letter of Credit, Tenant shall within ten (10) Business Days of its expiration, business days after demand therefor deposit cash with Landlord may draw on in an amount sufficient to restore the existing Letter of Credit to the full amount thereof, and maintain Tenant’s failure to do so shall, at Landlord’s option, be an Event of Default under this Lease. If Tenant performs all of Tenant’s obligations under this Lease, the funds Letter of Credit, or so much thereof as a non-interest-bearing deposit to has not theretofore been applied by Landlord, shall be returned returned, without payment of interest or other increment for their use, to Tenant on receipt by Landlord of a substitute Letter of Credit from Tenant meeting all requirements at the expiration or sooner termination of this Addendum #1Lease. The form and terms Landlord’s return of the Letter of Credit or any part thereof shall not be reasonably acceptable to 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. Upon Landlord’s receipt of a replacement Letter of Credit in such reduced amount, Landlord shall provide, among other things, in effect that:surrender the Letter of Credit previously held. In no event shall the Letter of Credit or any proceeds drawn thereunder be considered prepaid rent.